TRAFFICGOLDMINE AFFILIATE TERMS AND CONDITIONS jan 2015
The following terms and conditions (this "Agreement") is a legal
agreement between TrafficGoldmine.com ("TrafficGoldmine.com"), and
PUBLISHER/AFFILIATE. PUBLISHER/AFFILIATE and TrafficGoldmine.com may
also be individually referred to herein as a "Party" and collectively
as "Parties." If there is any conflict between these Terms and
Conditions and the Insertion Order(s), the Insertion Order(s) shall
1.) Service: PUBLISHER/AFFILIATE will display the Advertisement and
perform lead generation services described in the attached Insertion
Order. "Advertisement" means the advertisement, including any copy
including questions and or text ads, graphic, sound, video, programming
code and/or other content that comprises the advertisement, as well as
the websites to which an advertisement is linked if applicable.
TrafficGoldmine.com hereby grants to PUBLISHER/AFFILIATE during the
Contract Period a non-exclusive, royalty-free, worldwide right and
license by all means and in any media, whether now known or hereafter
discovered, to use, reproduce, distribute, publicly perform, publicly
display and digitally perform such Advertisement and all its
2.) Qualified Lead Definition (Qualified Leads): Qualified Leads are
prospects who meet TrafficGoldmine.com’s screening criteria as
described in the Offer(s) and who provide their complete contact data.
PUBLISHER/AFFILIATE will be paid on a delivered per lead basis defined
as when a user agrees through a preapproved opt-in method to be
contacted. In the
case of any dispute between the parties as to the number of Qualified
Leads, TrafficGoldmine.com’s numbers will control.
3.) Lead Validation Procedure: TrafficGoldmine.com will verify each
Qualified Lead delivered by the PUBLISHER/AFFILIATE. Upon receipt, all
Qualified Leads will be checked for data validity (i.e. containing
valid data inputs for the fields specified in the Offer) and uniqueness
of data (i.e. that the Qualified Leads are not present in
TrafficGoldmine.com’s database for the designated Advertisement in the
past 60 days). TrafficGoldmine.com reserves the right to send an
auto-responder to all respondents re-confirming their request for
information. Any objections from respondents (about the email, or the
offer) will be raised to the PUBLISHER/AFFILIATE.
4.) Creative Changes: Editing of TrafficGoldmine.com’s Creative is
strictly prohibited, without prior written approval from
TrafficGoldmine.com. Creative includes, but is not limited to, text
ads, graphic ads, from and subject line, any copy associated with the
campaign including survey questions and answers. Any changes to
Creative, without prior written permission will result in the loss of
payment of Leads.
5.) Compliance: TrafficGoldmine.com will actively monitor
PUBLISHER/AFFILIATE activity using a combination of its proprietary
software and third party monitoring services. It is the obligation of
PUBLISHER/AFFILIATE to prove to TrafficGoldmine.com that they are not
committing fraud. TrafficGoldmine.com will hold PUBLISHER/AFFILIATE
payment in ‘Pending Status’ until PUBLISHER has satisfactorily provided
evidence that PUBLISHER/AFFILIATE is not defrauding the system.
TrafficGoldmine.com flags accounts that: Have click-through rates that
are much higher than industry averages and where solid justification is
not evident; Have only click programs generating clicks with no
indication by site traffic that it can sustain the clicks reported;
Have shown fraudulent leads as determined by our clients or Use fake
redirects, automated software, and/or fraud to generate clicks or
leads. If PUBLISHER/AFFILIATE is unable to prove to TrafficGoldmine.com
that PUBLISHER/AFFILIATE is not committing fraud, PUBLISHER/AFFILIATE
will forfeit its entire commission for all programs and
PUBLISHER’s/AFFILIATE’s account will be terminated. TrafficGoldmine.com
reserves sole judgment in determining fraud.
6.) Advertising Guidelines: PUBLISHER/AFFILIATE may, in its complete
discretion, reject, cancel or remove at any time any Advertisement from
the service for any reason without prior notice to TrafficGoldmine.com.
PUBLISHER/AFFILIATE must notify TrafficGoldmine.com following the
rejection, cancellation or removal of any Advertisement from the
service within 24 hours.
7.) Term & Target Launch: Term will be one (1) month from the
target launch of the initial campaign as noted in the Insertion Order.
Agreement may continue thereafter by mutual consent but may be
terminated by either party for any reason whatsoever. All legitimate
moneys due to PUBLISHER/AFFILIATE will be paid during the next billing
cycle. If PUBLISHER/AFFILIATE defrauds the system, then payment is
revoked as determined solely by TrafficGoldmine.com.
8.) Payment: PUBLISHERS/AFFILIATE must maintain a minimum ratio of 40
Confirmed Free Signs to 1 Confirmed Sales to be paid for their work per
pay period. If their ratios fall below this ratio, although they will
not be paid, their leads will rollover to the following pay period and
if the combined period ratios are met in a later pay period all leads
will be paid.
9.) Payment Term: TrafficGoldmine.com shall make all payments to
PUBLISHER/AFFILIATE within 10 days of the close of the pay period. 1
New affiliates will be delayed on their first payout by 30 days.
Receiving their first payout 30 days after the close of their first
period and as long as all leads and sales have been deemed legitimate,
will begin their payouts on the 10 day schedule.
TrafficGoldmine’s Administrative and /or Risk Management shall maintain
the right to delay payments based solely on the suspicion of the
validity of the traffic. All payments made to PUBLISHER/AFFILIATE do
not include, and PUBLISHER/AFFILIATE shall pay, any sales, use or
similar tax associated with such payment.
Parties shall keep, maintain and preserve, for the term of this
Agreement and for one (1) year thereafter, accurate records relating to
amounts due hereunder (the “Relevant Records”). Either party shall have
a right at least once per calendar year to audit the Relevant Records
of the other party for the purpose of verifying fulfillment of party’s
payment obligations pursuant to this Agreement.
Each audit will be conducted at a place agreed to by the parties,
during the normal business hours, with at least ten (10) business days
prior written notice to party to be audited. Auditing party shall pay
the fees and expenses of the audit, unless the audit reveals a payment
discrepancy of more than ten percent (10%) of all payments due in any
consecutive six (6) month period, in which case audited party shall pay
the reasonable fees and expenses of the audit, and shall immediately
pay to auditing party all amounts found to be due.
10. TrafficGoldmine.com Representations and Warranties. The execution,
delivery, and performance of this Agreement by TrafficGoldmine.com has
been duly approved by its board of directors or managing
partners/members, and no further corporate action is necessary on the
part of TrafficGoldmine.com to consummate the transactions contemplated
by this Agreement.
11.) PUBLISHER Representations and Warranties: Publisher represents and
warrants that: (1) the recipients of all email addresses used by
PUBLISHER/AFFILIATE in connection with this Agreement have manifested
affirmative consent to receive commercial emails from
PUBLISHER/AFFILIATE and none of the email addresses were obtained
through email harvesting or dictionary attacks; (2) PUBLISHER/AFFILIATE
will not fraudulently add leads or clicks or inflate leads or clicks by
fraudulent traffic generation (as determined solely by
TrafficGoldmine.com, such as pre-population of forms or mechanisms not
approved by TrafficGoldmine.com); (3) PUBLISHER/AFFILIATE will not
attempt in any way to alter, modify, eliminate, conceal, or otherwise
render inoperable or ineffective the Site tags, source codes, links,
pixels, modules or other data provided by or obtained from
TrafficGoldmine.com that allows TrafficGoldmine.com to measure
ad performance and provide its services and (4) all of
PUBLISHER’s/AFFILIATE’s efforts associated with this Agreement st –
15th of the month will be paid on the 25th and 16-31 shall be paid on
the 10th of the following month.
comply with the laws of the United States, and any other laws of any
other jurisdictions which are applicable to PUBLISHER/AFFILIATE.
PUBLISHER/AFFILIATE will not engage in or promote any illegal
activities of any kind in association with this Agreement.
12.) Other Obligations: PUBLISHER/AFFILIATE shall:
A. NOT PROVIDE Incentivized traffic. This includes but is not limited
to any spoofing, redirecting or trafficking from adult related websites
in an effort to gain traffic or websites that are point, lottery,
coupon or rewards based and encourage users to click on Advertisements
or use Advertisements to generate revenue for users to win points, get
rewards, or other any other incentive.
B. NOT PROVIDE leads generated from content, email or websites that are
not subject matter related to the category of the Advertisement
represented. Such websites must be content-based (not a list of links
or advertisements), be written in English, receive a minimum of unique
page views per month, have a top-level name and must not infringe on
any personal, intellectual property or copyrights. This can be waived
only by SPECIFICALLY providing the name of the proposed website to
C. Be able to provide the name of the Website where the lead was
generated. This information is only delivered to TrafficGoldmine.com
upon request, but MUST be made available in case there is a dispute or
problem with the lead.
D. NOT PROVIDE inappropriate content, which includes, but is not
limited to, content that (i) promotes the use of alcohol, tobacco or
illegal substances, nudity, sex, pornography adult-oriented content
such as phone sex or escort services, expletives or inappropriate
language, (ii) promotes violence or the use of illegal substances or
activities such as how to build a bomb, counterfeiting money and
software pirating (iii) promotes illegal or unethical activity, racism,
hate, "spam", mail fraud, gambling, sweepstakes, pyramid schemes, or
illegal advice (iv) is otherwise prohibited by Federal or state law;
and/or (v) will bring TrafficGoldmine.com and/or its associated
Advertisers negative publicity.
E. At no time, engage in, disseminate, promote or otherwise distribute
any Advertisement through the use of contextual media, specifically
downloadable software (also called adware, pop-up/pop-under
technologies, plug-ins, and other names as applicable).
F. Email Campaigns. PUBLISHER/AFFILIATE further represents and warrants
that with respect to email campaigns transmitted by PUBLISHER/AFFILIATE
for TrafficGoldmine.com, PUBLISHER/AFFILIATE shall at all times only
use the TrafficGoldmine.com email creative provided by
TrafficGoldmine.com, maintain strict compliance with the Controlling
the Assault on Non-solicited Pornography and Marketing Act of 2003
(CAN-SPAM) and any amendments and modifications thereto.
13.) Confidentiality: The terms of this Agreement are confidential and
shall not be disclosed to any third party except where required by law.
All information submitted by end-user customers pursuant to this
Agreement is proprietary to and owned by TrafficGoldmine.com. Such
customer information is confidential and may not be disclosed by
TrafficGoldmine.com or PUBLISHER/AFFILIATE. In addition,
PUBLISHER/AFFILIATE acknowledges that all non-public information, data
and reports received from TrafficGoldmine.com hereunder or as part of
the services hereunder is proprietary to and owned by
TrafficGoldmine.com. (“Confidential Information”). PUBLISHER/AFFILIATE
agrees not to disclose the terms of this Agreement, including the CPA
value, to any third party without the express written consent of
TrafficGoldmine.com, and that such constitutes Confidential
Information. All Confidential Information is or may be protected by
copyright, trademark, trade secret and other intellectual property law,
as appropriate. PUBLISHER/AFFILIATE agrees not to reproduce,
disseminate, sell, distribute or commercially exploit any proprietary
or Confidential Information in any manner. These non-disclosure
obligations shall survive the termination of this Agreement for a
period of five (5) years. This section does not bind
TrafficGoldmine.com or PUBLISHER/AFFILIATE in the event such
information is required to be disclosed by operation of law. If a
request is made of PUBLISHER/AFFILIATE to disclose such information,
PUBLISHER/AFFILIATE must immediately inform TrafficGoldmine.com via
written notice sufficiently promptly to allow TrafficGoldmine.com to
seek a Protective Order prior to the time commanded to produce or
disclose such Confidential Information, and PUBLISHER/AFFILIATE agrees
to cooperate in whatever way TrafficGoldmine.com requests to attempt to
protect that information from disclosure by operation of law. Subject
to prior approval by PUBLISHER/AFFILIATE, TrafficGoldmine.com may
publicly announce its contractual relationship with
PUBLISHER/AFFILIATE, which includes being on a listing of
TrafficGoldmine.com publishers in general corporate materials and in
industry standard press releases.
14. DISCLAIMER OF WARRANTIES: TrafficGoldmine.com PROVIDES ITS SITES
AND THE SITES OF ITS AFFILIATES AND PARTNERS, AND ALL ITS SERVICES AND
THE SERVICES OF ITS AFFILIATES AND PARTNERS, AS PERFORMED HEREUNDER, ON
AN "AS IS," “WHERE IS” AND "AS AVAILABLE" BASIS. TrafficGoldmine.com
DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM
COURSE OF DEALING OR COURSE OF PERFORMANCE.
15. LIMITATIONS OF LIABILITY: IN NO EVENT SHALL TrafficGoldmine.com BE
LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY,
NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS,
LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS, ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL
TrafficGoldmine.com BE LIABLE TO PUBLISHER OR ANY THIRD PARTIES FOR AN
AMOUNT GREATER THAN THE AMOUNTS PAID BY TrafficGoldmine.com TO
PUBLISHER DURING THE PRIOR THREE MONTHS.
16.) Indemnification: Each party agrees to indemnify, defend and hold
harmless the other party and its employees, agents, officers and
directors, against any and all claims, causes of actions, judgments,
demands, damages, losses or liabilities, including costs and expenses
(including reasonable attorney’s fees and costs of suit), arising out
of or relating to (a) any claim based upon infringement of copyright,
trademark, patent, or trade secret or other intellectual property right
of any third party; (b) any claim, representation, or statement made in
the Advertisement; (c) any breach of any
representation or warranty contained in this Agreement.
17. Dispute Resolution: If any dispute arises under this Agreement, the
Parties agree to first try to resolve the dispute with the help of a
mutually agreed upon mediator in the following location: State of
California, Los Angeles County. Any costs and fees other than
attorneys’ fees associated with the mediation shall be shared equally
by the parties. If it proves impossible to arrive at a mutually
satisfactory solution through mediation, the Parties agree to submit
the dispute to binding arbitration in the following location:
Charlestown, Nevis West Indies. The Parties agree that the binding
arbitration will be conducted under the rules of the American
Arbitration Association. Judgment upon the
award rendered by the arbitrator may be entered in any court with
proper jurisdiction. If any litigation or arbitration is absolutely
necessary to enforce this Agreement or the terms thereof, the
prevailing Party shall be entitled to reimbursement by the other Party
for reasonable attorneys’ fees, costs and expenses. This Agreement will
be governed by the laws of Charlestown, Nevis, West Indies.
18. No Assignment: Neither Party shall have the right to assign or
otherwise transfer its rights and obligations under this Agreement
except with the prior written consent of the other Party; provided,
however, that a successor in interest by merger, by operation of law,
assignment, purchase or otherwise of all or substantially all the
business of a Party may acquire its rights and obligations hereunder.
Any prohibited assignment shall be null and void.
19. Independent Contractor: Each party is an independent contractor.
Except as set forth in this Agreement, neither party is authorized or
empowered to obligate the other or incur any costs on behalf of the
other without the party’s prior written consent.
20. Severability: If any term, provision, covenant, or condition of
this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, the remainder of the Agreement shall remain
in full force and effect and shall in no way be affected or invalidated.
21. Entire Agreement; Modification: This constitutes the entire
agreement between the parties and supersedes any prior or inconsistent
agreements, negotiations, representations and promises, written or
oral, regarding the subject matter. No modification, course of conduct,
amendment, supplement to or waiver of this Agreement or any provisions
hereof shall be binding upon the parties unless made in writing and
duly signed by both parties.
22. Agreement in Counterparts: This agreement may be signed by
TrafficGoldmine.com and PUBLISHER/AFFILIATE in counterparts, and
facsimile signatures shall have the same force and effect as an
23. Activity of registration in TrafficGoldmine and participation in
Affliliate Rewards Program shall constitute an agreement between the
two parties TrafficGoldmine and the PUBLISHER/AFFILIATE.