PUBLISHER TERMS OF AGREEMENT
All websites, newsletters, companies, or individuals need official approval from Co-Reg Lead before they can become a Publisher Partner. Only websites and newsletters that have been reviewed and approved are permitted to use the programs.
Co-Reg Lead reserves the right to withhold or refuse approval on any website, newsletter, company, or individual for any reason, whatsoever.
In order to be eligible for Publisher approval, all websites and newsletters must meet the following criteria:
- Be written in English and contain only English language content
- Have a top-level domain name
- Be fully functional at all levels; no "under construction" sites or sections
- The content of the website and/or newsletter cannot contain any adult content nor link from, or to, any adult materials
- The content of the website and/or newsletter cannot infringe on any personal, intellectual property or copyrights including but not limited to Racial, ethnic, political, hate-mongering or otherwise objectionable content Investment, money-making opportunities or advice not permitted under law Gratuitous violence or profanity
- Material that defames, abuses, or threatens physical harm to others
- Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.
- Software Pirating (e.g., Warez, Hotline)
- Hacking or Phreaking.
- Any illegal activity whatsoever
- Any questionable or controversial subject matter
You must be 18 years or older to sign up as an Co-Reg Lead publisher.
Incentivising Co-Reg Lead's Campaigns
You may not provide any additional third party incentives for consumers to complete a Co-Reg lead under any circumstances, this includes but is not limited to cashback or point earnings, prize draw entries or any other form of reward.
Should a publisher incentivise a campaign then Co-Reg Lead will immediately terminate your account. Any commissions for data will be forfeit , further, Co-Reg Lead will invoice you for any historical payments which included incentivised data.
All Co-Reg Lead campaigns must be 100% opt-in. You agree not to attempt to in anyway alter our code to 'pre-check' the opt-in box without a users specific action.
Identifying your traffic/path as the source
Co-Reg Lead is NOT a blind network. This means advertisers know which publishers are promoting their adverts and an identifier of you as the source is automatically delivered to the advertiser with every record you generate for them.
You agree to ensure you correctly identify yourself truly and accurately as the source and do not make any attempt to disguise or mask the true URL advertisers data is generated from.
If you operate as a co-registration network or broker any of our campaigns to third party publishers utilising our POST implementation then you agree to ensure that the 'Source ID' parameter is correctly populated to enable you to identify and inform us which of your publishers has generated any given data record. Data generated by 3rd party publishers which does not have a suitable identifier will not be paid for.
Publisher Fraud
If you fraudulently add leads by fraudulent traffic generation (as determined solely by Co-Reg Lead), you will forfeit your entire commission for all programs and your account will be terminated. Co-Reg Lead reserves sole judgment in determining fraud, and you agree to this clause.
Commission Payments
The commission payment that is generated to the Publisher varies per campaign offered. This commission payment is made approximately 30 days after the end of the month and after receiving payment from the Advertiser. Delinquent Advertiser payments received by Co-Reg Lead will be credited to the Publisher in the month that they are received. Co-Reg Lead does not guarantee payment to the Publisher if the Advertiser does not pay Co-Reg Lead.
Commission payment totals must exceed £25.00, otherwise this payment will not be made until the £25.00 minimum is reached.
Your due commissions are reported online via the Co Reg Lead interface.
The figures shown in your interface are subject to adjustment in the case where:
- The data supplied does not meet the campaign requirements (as represented in the Co Reg Lead interface)
- The data supplied is incomplete or incorrect
- The advertiser rejects your data for any reason acceptable to Submission Technology i.e. fake data, unobtainable telephone numbers, email address data that does not resolve.
Advertisers Campaigns
Publishers will only run approved banners and text in their advertising of our programs and will NOT create their own banners or advertising text.
Publishers WILL NOT spam or send unsolicited email mentioning or promoting the advertisers programs.
Editing of an Advertiser's program images or copy is strictly prohibited.
Self Billing Agreement
If you are VAT registered then as part of this agreement you also agree to a self billing arrangement between your organisation and Submission Technology Ltd.
The self biller (the customer) agrees:
To issue self-billed invoices for all supplies made to them by the self billee (the supplier) until the termination of this agreement as detailed below.
To complete self-billed invoices showing the supplier's name, address and VAT registration number, together with all the other details which constitute a full VAT invoice.
To make a new self-billing agreement in the event that their VAT regsitration number changes.
To inform the supplier if the issue if self-billed invoices will be outsourced to a third party.
The self-billee agrees to:
To accept invoices raised by the self biller on their behalf until this agreement is terminated.
Not to raise sales invoices for the transactions covered by this agreement.
To notify the customer immediately if they:
- change their VAT registration number;
- cease to be VAT registered; or
- sell their business, or part of their business
Termination of Agreement
The term of this Agreement will begin upon our acceptance of your Publisher application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales occurring during the term.
Cause for terminations include:
- Use of unsolicited email/spam to promote advertisers campaigns
- Any attempted fraud
If you or Co-Reg Lead terminate your account 'without cause' then you will have the opportunity to cash-out. i.e. any and all commissions outstanding during the agreements term will be paid. IF the amount owing is below the standard minimum payment level of £25 this will be subject to a check processing fee of £10.
Limitation of Liability
You guarantee that all content, products, and services on your website are legal to distribute and that you own or have the legal right to use any and all copyrighted material.
Publisher irrevocably covenants, promises and agrees to indemnify Co-Reg Lead and to hold Co-Reg Lead harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, arising from any and all claims and lawsuits for copyright, slander, libel, and trademark violation as well as all other claims resulting from member's web pages.
Co-Reg Lead gives no warranty, express or implied, for any and all services and products provided, including, but not limited to, warranty of merchantability and warranty of fitness for a particular purpose. This statement expressly includes any reimbursement for losses of income due to disruption of service by Co-Reg Lead or its upstream providers.
You agree to settle any dispute under this agreement under the laws of the United Kingdom.
Any legal action taken by an advertiser, agency, client, person, or entity against Co-Reg Lead for actions of you (the Publisher) that violate these terms and conditions, you accept that Co-Reg Lead will work with the advertiser, agency, client, person, or entity to divulge your personal information. You also agree that Co-Reg Lead is not liable for your actions, and you will bear all costs (legal or otherwise) that Co-Reg Lead incurs if Co-Reg Lead is sued by advertiser, client, agency, person, or entity.
Modification of Agreement
Co-Reg Lead reserves the right to change any conditions of this agreement at any time. Change notices are sent to Publishers by email, and Publishers are responsible for complying with any changes to the contract within 10 calendar days from the date of change. Failure of the Publisher to terminate the agreement within those 10 calendar days will constitute acceptance of the changes to this contract.
Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules.
Any changes or modifications made will be in 'good faith', the agreement will not be altered to purposely avoid paying affiliates due commissions
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
Miscellaneous
If any provision of this agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this agreement shall not be affected thereby.
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
ADVERTISER TERMS OF AGREEMENT
This agreement is made by and between Submission Technology Ltd, The Studio, Mill Yard, Swan Street, West Malling, Kent, ME19 6LP (“The Company”) and you, as an advertiser using the Submission Technology, Co-Reg Lead service (“You” or “Advertiser”)
1. Definitions.
1.1. “Ad” means any advertisement, including all creative provided to Company by Advertiser.
1.2. “Advertiser” shall mean the company referenced above or within the applicable Insertion Order, which may be either the entity that is submitting the advertising or campaigns, or an agency that represents the party that is submitting the advertisements or campaigns.
1.3. “Campaign” means a series of Ads, E-mails or offers (delivered either via Ad or via E-Mail) of Advertiser or its principal, Agency.
1.4. “Company Site” means the website through which the Service is accessed.
1.5. “Order” or “IO” means the attached Insertion Order, which will set forth all details regarding the Ad or Campaign, including but not limited to compensation to Company, graphics, etc.
1.6. “Publisher” means the affiliates, websites and/or publishers in Company’s network, which shall access the Company Site for the purpose of selecting Ads and/or Campaigns.
1.7. “Service” means the process whereby Company posts, on Company’s Site, Ads and/or Campaigns of Advertiser, where Publishers select such Ads and/or Campaigns for display on Publisher’s website(s) or other media controlled by Publishers.
2. Advertiser Creative; Advertiser Website.
2.1. Creative. Advertiser will provide Company with the creative materials for the Ads and/or Campaigns, including product/service descriptions, graphic images, logos, and copy (the “Copy”), at least five (5) days prior to Company’s posting of such Ads and/or Campaigns on the Company Site.
2.2. License. Advertiser grants Company and Publishers a non-exclusive license to use, reproduce, publicly and digitally display and perform, transmit and broadcast Advertiser's name, logos, trademarks, trade names, service marks, URLs and slogans to display, market, promote and publicise Ads on the Service, and on Publisher’s websites, and for the purpose of including Advertiser in Company’s marketing and promotional materials. Advertiser further grants to Company and Publishers a personal, non-exclusive, revocable, non-transferable, limited license to all intellectual property rights, owned or controlled by Advertiser (including but not limited to copyrights, trademarks, and service marks) solely to the extent that such license is required for performance of the Service in accordance with this Agreement. Such License shall terminate immediately upon termination, for any reason, of all Orders then in effect.
2.3. Advertiser Website. Advertiser shall make best efforts to keep the Advertiser website and server receiving co-registration data generally available 24 hours a day, 7 days a week, to ensure that a third party user’s purchase, registration, lead and any other action related to the Ad and/or Campaign (“User Action”) may be processed on a timely basis. Advertiser must notify Company at least one (1) week in advance for any scheduled downtime so that Company has adequate time to notify Publishers who are actively engaged in running the applicable Ads and/or Campaigns.
3. Company Service and Site. Company agrees to provide the Service whereby Publishers are provided access to Ads and/or Campaigns. Company makes reasonably commercial efforts to make the Service generally available 24 hours a day, 7 days a week, except for: (a) planned downtime; or (b) downtime caused by circumstances beyond Company’s reasonable control. Company reserves the right to make changes to the Company Web Site and the terms and conditions of this Agreement at any time, which changes shall be posted on Company’s Web Site. Advertiser’s continued use of the Company Site after any such modification and notification thereof by and through Company’s Web Site shall constitute its explicit consent to such modification. Current address of Company web site for purposes of this Agreement is www.coregleads.co.uk
4. Term and Termination.
4.1. Term. This Agreement shall begin on the Effective Date and remain in effect for the period determined by the Insertion Order.
4.2. This Agreement may be terminated at any time by a party, effective immediately upon written notice, if the other party: (i) ceases to carry on its business or has a receiver, administrative receiver, liquidator or similar official appointed to it or over any part of its undertaking or assets or passes a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity assumes all of the liabilities of it or is unable to pay its debts as they fall due (iii) breaches any of the material terms of this Agreement which breach is not remedied within thirty (30) days from receipt of written notice of such breach. Either Party may terminate this Agreement, or any Campaign or Ads, effective upon written notice to the other party, for any reason or no reason. Advertiser agrees that if instructed to do so by Company and/or if this Agreement terminates, Advertiser will immediately discontinue the use of the Service.
4.3. In the event of termination of this Agreement: Sections 4, 5, 6, 7, 8, 10 through 12 together with any payment obligations incurred prior to the effective date of termination shall survive.
5. Confidential Information. Each party agrees to use the other party's Confidential Information solely for the purposes contemplated by the Order and these Terms and Conditions, and to refrain from disclosing the other party's Confidential Information to any third-party, unless (a) any disclosure is necessary and permitted in connection with the receiving party's performance of its obligations or exercise of its rights under any Order or these Terms and Conditions or any other agreement between the parties; (b) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (c) any disclosure is made with the consent of the disclosing party. For the purposes of this Agreement “Confidential Information” includes, without limitation, the terms of this Agreement (including pricing) and information regarding existing or contemplated Company Service, products, processes, techniques, or know-how, or any information or data developed pursuant to the performance of the Service.
6. Representations and Warranties; Indemnification.
6.1. To the extent that Advertiser is an agency (as defined in Section 1 above), such agency represents that it has the authority to bind, and has bound, the advertisers its represents to all terms in this Agreement and any applicable IO, including the representation and warranties.
6.2. Without limiting Section 6.1 above, Advertiser warrants and represents at all times that (a) Advertiser has all necessary rights and authority to enter into this Agreement and to grant Company the licenses granted herein, (b) the execution of this Agreement by Advertiser, and the performance of its obligations and duties hereunder, do not and will not violate any agreement to which Advertiser is a party or by which it is otherwise bound, (c) the Advertisements, the use and display thereof, and the content linked to from such Advertisements will not: (i) infringe or violate the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party, (ii) be misrepresentative, libellous, defamatory, obscene, or otherwise inappropriate, (iii) violate any applicable law or regulation, or (iv) advertise any unlawful product or service or the unlawful sale of any product or service. In the event this Agreement includes E-mail distribution, Advertiser further represents and warrants that it will comply with all aspects of the Act. Further, to the extent that Advertiser has requested that Company create and develop certain Ads, Advertiser acknowledges that been given the opportunity to reject such Ads, and has approved the Ads and accepted all liability connected to such Ads.
6.3. With respect to a Campaign involving E-mails, Advertiser further represents and warrants, that Advertiser has the power and authority to bind itself and any Agency to these representations and warranties; that Advertiser will comply with all aspects of all laws and regulations including but not limited to the Data protection Act; and Advertiser will not submit a Campaign for transmission of any E-mail: (a) with a “from line” that is materially false or misleading and does not accurately identify the person sending the E-mail; (b) with a subject line that is misleading, false or misrepresentative or is likely to mislead the recipient about the content of the E-mail; (c) a clear and conspicuous notice of the opportunity to decline to receive further communications; or (d) with any content that (i) infringes or violates any intellectual, proprietary or privacy rights as set forth in Section 6.2 above; or (ii) is misrepresentative, defamatory or violates any applicable law or regulation as set forth in Section 6.2. Advertiser also represents and warrants that it will not transmit a Campaign including an E-mail to any individual that has requested not to receive any E-mails more than five (5) days after receipt of such request, provided that the E-mail falls within the scope of the request.
6.4. Advertiser agrees to indemnify, defend and hold harmless Company, its vendors and suppliers, the publishers, and their respective subsidiaries, affiliates, agents, partners, officers, directors and employees from and against any loss, cost, claim, injury or damage (including reasonable attorneys' fees) resulting from claims or actions arising out of or in connection with the Ads or Advertiser's breach of this Agreement.
6.5. Company agrees to indemnify, defend and hold harmless Advertiser, its vendors and suppliers, the publishers, and their respective subsidiaries, affiliates, agents, partners, officers, directors and employees from and against any loss, cost, claim, injury or damage (including reasonable attorneys' fees) resulting from claims or actions arising out of or in connection with the Company's breach of this Agreement.
7. Payments.
7.1. Payment Obligations. Advertiser is obligated to pay Company in accordance with the pricing specified in each I/O. If not specified otherwise, payment shall be prepaid before the start of the campaign and during the term of the campaign. Company may invoice Advertiser, but payment by Advertiser is not contingent upon receiving Companies invoice. In the event Advertiser fails to pay within five (5) days after payment is due, all outstanding charges shall bear interest at the rate of 1% per annum above the base rate of Lloyds TSB Bank plc. Advertiser agrees to pay all costs of collection (including court cost and reasonable attorneys fees) incurred by Company in connection with its enforcement of any Order. Unless Advertiser objects to Company’s invoice within forty-eight (48) hours, the amount invoiced shall be final and binding. Advertiser may only dispute invoices if it has a reasonable basis for such dispute, which can be proven by written documentation. To the extent Advertiser intends to dispute an invoice, Advertiser shall provide a written report to Company, within two (2) business days identifying, in detail, the discrepancies, between the invoiced amount and Advertiser’s evidence. Company may consider such report, but shall have final authority in determining the correct amount.
INVOICES WILL BE ISSUED WITH PAYMENT DUE UPON RECEIPT – the advertiser acknowledges that Publishers do not receive payment until the Company receives invoice remittance. Slow payment has a detrimental impact on future campaign performance.
7.2. Payment Records. Advertiser shall (optionally) receive all co-registration data delivered in real time via http transfer. Additionally all data will be available to the advertiser via the advertiser control panel.
7.3. Non-Viable Leads. Unless otherwise provided for in the IO, no offsets or chargebacks may be taken for any non-viable or duplicate leads. Company shall determine in its sole discretion what constitutes a non-viable lead. Without limiting the breadth of the foregoing, non viable leads shall include, but not be limited to, leads with incomplete contact information (no e-mail address, no phone number, no physical address), leads from non-United Kingdom citizens, leads from consumers under 18 years of age, etc. It is the responsibility of the Advertiser to insure that the IO accurately reflects the leads sought
INVOICES WILL BE ISSUED WITH PAYMENT DUE UPON RECEIPT – the advertiser acknowledges that Publishers do not receive payment until the Company receives invoice remittance. Slow payment has a detrimental impact on future campaign performance.
8. Proprietary Rights. Advertiser agrees that it does not have, nor will it claim any right, title or interest in the Service, the Company Site or any underlying technology, software, applications, data, methods of doing business or any elements thereof, or any content provided on the Company Site (including the Ads). Advertiser will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Company Site tags, source codes, links, pixels, modules or other data provided by or obtained from Company that allows Company to measure ad performance and provide its service. In addition, Advertiser acknowledges that all information, data and reports received from Company as part of the Services are proprietary to and owned by Company. If instructed to do so by Company, Advertiser will immediately destroy and discontinue the use of any such reports or data, and any other material owned by Company or the third party Advertisers.
9. Privacy. Advertiser agrees to comply with all applicable privacy laws. Advertiser further agrees to post conspicuously on each of its websites a privacy policy, linked, at a minimum, from the website’s home page, that: (a) discloses its privacy practices, including its use of a third party for its ad serving activities, (b) identifies the collection and use of information gathered in connection with both ad serving activities and delivery of its content, and (c) provides the user with instructions as to opting out from such collection. Company shall have no liability, to any third party or to Advertiser, in the event that Advertiser does not comply with the provisions in this Section 9.
10. Limitation of Liability; Disclaimer of Warranty. Except as expressly set forth in this Agreement, Company makes no warranties and expressly disclaims all warranties, express or implied, as to the subject matter of this Agreement, including implied warranties of merchantability and fitness for a particular purpose. Company shall not be liable for any Ad, Campaign or E-Mail, including but not limited to the content thereof, any unavailability or inoperability of the Internet, unavailability or consequences of any Ad or Campaign, the Company Site, or Services, or any technical malfunction, computer error, corruption or loss of information related to or arising out of the Services, the Company Site or any Ad or Campaign. the information and content on the company site and via the service is provided on an “as is” basis with no warranty. In no event shall Company be liable for any lost profits, lost revenues or for any indirect, incidental, consequential, special or exemplary damages arising out of or related to this agreement, even if such damages are foreseeable and whether or not the other party has been advised of the possibility of such damages. In no event will Company’s liability hereunder exceed the payments made by advertiser to company in the 6 months preceding the event giving rise to the claim.
11. Non-Solicitation with Publishers. Advertiser will not knowingly (which is defined as “Advertiser having actual and specific knowledge”, and Company acknowledges that Advertiser makes no effort when entering into a relationship with a Publisher to determine if they are or were a Company Publisher) participate in any performance based co-registration advertising relationship with any Company Publisher, unless a previously existing business relationship between Advertiser and Publisher can be demonstrated to the reasonable satisfaction of Company. In this connection, both Parties agree and acknowledge that if Advertiser violates its obligations hereunder, Company will be entitled to damages in the amount of thirty percent (30%) of the gross revenues resulting from sales conducted by Advertiser through the advertising or marketing efforts of Publisher during the term of this Agreement, and for gross revenues in the three (3) months proceeding the date such violation was discovered by Company and the three (3) months after termination of this Agreement.
12. Miscellaneous.
12.1. Governing Law These general terms and conditions and any agreement between the Company and Advertiser and each constituent agreement forming part thereof shall be governed by and construed in accordance with the laws of England and Wales whose courts shall have exclusive jurisdiction over any and all disputes arising out of or in connection therewith.
12.2. If any provision of an agreement between The Company and Advertiser shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of it shall remain in full force and effect.
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