|TERMS AND CONDITIONS FOR AFFILIATES
Revised: January 31, 2012.
These terms and conditions govern your participation as an "Affiliate" and member of the IDzMedia ("IDz") Publisher Program, an online performance-based marketing network owned and operated by IDzMedia. Only website(s) and newsletter(s) given express approval by IDz are permitted to use the program. IDz reserves the right to refuse or deny approval to any applying affiliate for any reason whatsoever.
By becoming an IDz affiliate, you hereby acknowledge and agree to the Terms and Conditions in this agreement. Any affiliate who is in violation of these Terms and Conditions may be subject to account termination and withholding of payment.
The term "you" and "your" as used herein shall refer to the affiliate distributing IDz offers, and the term "Affiliate" shall refer to the entity owning the referring URL of each Affiliate - either directly or indirectly.
IDz may change these Terms and Conditions from time to time. Any material changes to these Terms and Conditions will be deemed effective five (5) business days after the change has been posted (the "Effective Date"), and you will be deemed to have consented to and agreed to be bound by these updated Terms and Conditions conclusively unless you post a notice of termination before the Effective Date. This agreement covers any insertion orders or additional contracts. Your right to receive any earnings made prior to the effective date will not be affected by the updated Terms and Conditions.
Once approved as an Affiliate, either the Affiliate or IDz may terminate this contract without cause by giving 3 days written notice.
I. Applying to our Program
To be eligible for IDz Affiliate approval, you represent and warrant that - on an ongoing basis - your website(s) and newsletter(s) meet the following criteria:
- Does not violate any law or regulation governing false or deceptive advertising, sweepstakes, spam and gambling.
- Is written in English and contains English-only content.
- Is for United States and Canadian traffic only, and where indicated, for the EU, specific countries within the EU or Australian traffic only, with any other exceptions requiring express written approval by IDz.
- Has a top-level domain name, is completed (not "under construction") and receives 1,000 unique page views per month.
- Cannot offer incentives to users for clicking on ads. Incentives may include cash, points, prizes and contest entries.
- Does not send unsolicited commercial messages through email (ie. spam) or on forums, online bulletin boards or chatrooms, mentioning offers promoted by IDz.
- Cannot offer payment terms that are more than once monthly and any earlier than Net 15, if a cash incentive site.
- Are communicated to IDzMedia through our "Websites" form and approved before offer promotion occurs on those properties.
- Cannot market via social networks in any way except through their advertising platforms (ie. Facebook Ads)
Your approval and payments may be forfeited and denied if IDz, with reasonable discretion, determines your website(s) and newsletter(s) to be displaying unsuitable content. The content of your web properties shall not contain the following:
- Explicit, vulgar or obscene language; or hate-mongering and other objectionable content.
- Pornographic images or speech, phone sex and escort services, or nudity.
- Any form of traffic from adult-related websites as an incentive or method of gaining traffic to IDz campaigns.
- Infringements on any property rights or copyrights.
- Gratuitous violence or profanity; or contains threats of physical harm to anyone.
- Software pirating, hacking or phreaking.
- Promotion of investment or money-making opportunities not permitted under law.
- Promotion of illegal substances and activities.
- Promotion with deceptive or misleading practices, such as phishing, auto-completion bots/programs or spyware.
- Any promotion that may violate third party terms and conditions, including unauthorized use of a third party website for commercial gain or posting bulletins on non-owned accounts.
- Libelous, defamatory, false, misleading or infringing statements.
- Content that may bring IDz and its Advertisers adverse publicity, or which would result in civil or criminal liability of IDz and/or its advertisers.
- Any form of malicious code, including viruses, spyware, etc.
In addition, the applicant must be a person above 18 years old and resident in the United States, Canada, the United Kingdom, Germany, France, the Netherlands or Australia. This person may represent some other entity, which must also be resident in the United States, Canada, the United Kingdom, Germany, France, the Netherlands or Australia. Additionally, applicants may not have a PO Box address. IDz reserves sole judgment in determining exceptions. Affiliates are responsible for supplying correct contact information. If approved, the Affiliate is also responsible for advising IDz of any changes in the information furnished as part of your application.
Upon submission of your application and upon approval of your membership, IDz will provide you with a username and password whose use is limited to you. They may not be distributed to any other person, including sub-Affiliates, under any circumstances.
IDz will create, host and maintain creatives and links to offers provided by partnered clients. The IDzMedia offer library contains commission rates, descriptions, link and restrictions or conditions specific to each offer - and to the incentives associated with each offer, if present. Your usage of such materials are limited to the purposes of marketing the offers of partnered clients through the website(s) and newsletter(s) we have approved.
- You may not add, subtract or alter any offer creatives, including any machine-readable code which may be a part of the offer.
- You may only use approved links and creatives, as supplied and provided to you on your dashboard.
- You may not attempt to use or access any offers that are not specifically allowed by the subscription and approval process.
- You may not do any promotion via MySpace, Facebook, Craigslist or other social networks in any way except through their advertising platforms (ie. Facebook Ads).
- Your media may not copy or resemble the look and feel of the IDz website, or create the impression that your media is endorsed by IDz or its clients, without prior written permission.
IDz grants you a limited, non-exclusive, non-transferable and revokable license to download one or more offers and all related creatives, links, and information for posting on your website(s) and newsletter(s). Included in this license is the right to use all copyrighted, trademarked and protected intellectual property therein for the purposes described in this agreement.
Affiliates may solicit non-member Affiliates (termed "sub-Affiliates") to distribute offers and creatives, provided that each sub-Affiliate agrees in writing to be bound by and subject to the restrictions and conditions set forth in this agreement. You may not solicit sub-Affiliates by providing resale of the use of or access to the service.
It is understood and agreed that any breach by a sub-Affiliate or user of your services shall be deemed a breach by you, and that IDz is not party to any agreement between you and any sub-Affiliate. You are not authorized to make any commitment on behalf of IDz, including any regard to payment or other commitment. This permission to engage sub-Affiliates does not extend the status of a third-party beneficiary to any sub-Affiliate of any agreement between IDz and you, including these Terms and Conditions.
These additional program-specific terms shall apply to any relevant promotions by the Affiliate:
Email Campaigns: Affiliate must download and utilize the Suppression List provided for any emailed offers. Affiliate shall filter its email list by removing any entries appearing in the Suppression List, and will only send emails to the addresses that are NOT on the Suppression List. All optout requests should be forwarded to email@example.com. Failure to utilize the Supression List will be considered a breach of these Terms, and may result in possible legal action or any other rights or remedies available to IDz pursuant to these Terms or otherwise.
Affiliate Network Campaigns: All Affiliates maintaining their own affiliate networks must agree that it will expressly forbid any affiliate in Affiliate's network (hereafter referred to as Third Party Affiliate(s)) to modify the links in any way. Affiliate agrees to maintain its Network according to the highest industry standards, including adherence of all Third Party affiliates to the standards described in these Terms. Affiliate shall promptly terminate any Third Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement or the Affiliate Agreement. In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to IDz the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to future offers of IDz in the Network upon written notice from IDz.
III. Compensation and Reporting
IDz will notify you each time a consumer has completed all requirements necessary to receive a commission for each offer. IDz will pay you commissions in the amounts set forth in the commission schedule associated with each offer and posted in the IDz system. Payments shall be made to Affiliates THIRTY (30) days after the end of each calendar month and after receiving payment from the advertiser, only if payment due is above FIFTY (50) dollars and after the corresponding invoice is approved by the Affiliate. If the monthly amount does not achieve this minimum, it will be rolled over into the next month. Non-incentive Affiliates with quality traffic may be paid FIFTEEN (15) days after the end of each calendar month, but only with IDz approval.
Any Affiliate requiring payment must turn in a signed and dated W-9 form (if US) or W-8 form WITH tax number attached (if Canadian or international). International users requiring check payment may incur a fee for courier service or postage to their country of residence. Wire payments may be arranged, at a cost of ELEVEN (11) dollars per domestic transaction and TWENTY (20) dollars per international transaction. Paypal payments come with a possible fee of ONE (1) dollar per domestic transaction and 2% of the payable amount up to TWENTY (20) dollars per international transaction, and are acceptable up to a maximum of FOUR THOUSAND (4000) dollars; if an Affiliate's monthly payment is higher, they must accept check or wire payments.
Affiliates must deposit and clear all payments from IDz within ninety (90) days of receipt. IDz reserves the right to stop payment on any checks to Affiliates that have not been presented for payment within such ninety (90) day period. In such an event, IDz shall have no further obligation to Publisher for such amounts. In addition, payments due and payable by IDz to you will not accrue interest.
Delinquent advertiser payments will be credited to the Affiliate in the same month that they are received. IDz does not guarantee payment to the Affiliate in the event of advertiser non-payment. In the event that IDz decides to advance payment to you prior to payment from advertisers, you acknowledge and agree that your receipt of commissions payments prior to those payments being received from advertisers is conditional and subect to IDz's right to demand return of unpaid commissions for any reason.
IDz shall be authorized to recover any commissions relating to:
- a) Leads or sales returned or rejected by advertisers within ninety days of the date of generation.
- b) Overpayment to publishers, duplicate entries or other bonafide errors.
You and your sub-affiliates or sub-publishers may not fraudulently add leads or inflate leads by fraudulent traffic generation (as determined solely by IDz) or by engaging in the entry of consumer information without the consent of the actual Consumer. It is your obligation to prove to IDz that you are not committing fraud. If IDz notices extremely high click-through rates without solid justification, fraudulent leads as determined by our clients, or use any fake redirects or automation to generate extra leads, your account will be flagged. If found to be doing so, you will forfeit your commission for all programs and your account with IDz shall be terminated. Similarly, IDz shall terminate your account if found to be running disallowed offers or attempting to access such offers - including running offers with objectionable content without specific acknowledgement in your profile and permission from an affiliate manager. IDz maintains records of all traffic passing through its system. These records will govern all interpretations made under these Terms and Conditions, including the calculation of commissions. You agree that IDz reserves sole judgement in determining fraud.
Incomplete leads (which do not contain the data required by IDz or its Advertisers) or Duplicate leads (which contain identical data to previous leads sent to IDz or its Advertisers) may be rejected as well. You agree that IDz reserves sole judgement in determining incomplete and/or duplicate leads.
Referrals and referral bonuses will be tracked and reported on a monthly basis. Other than these monthly updates, IDz is not obligated to provide data regarding referrals at any other time, in regards for the privacy of the referree. At no point may a referral or referrer be added after a member has joined and been accepted. All referral bonuses are calculated only on successful payments to the referral(s), and are paid TWO (2) pay periods after the month in question. User referrals may be removed at IDz's discretion. Be aware that username and account status (approved or inactive) of referred accounts will be visible to the referrer. No other information is shared.
If you are determined to be in breach of any term of this agreement, IDz will use its best effors to notify you promptly of such breach and suspend payment of all commissions until the breach has been cured.
IV. Usage of IDzMedia Content Unlocker
IDz maintains a content unlocker tool (hereafter referred to as the "Unlocker API") which allows webmasters to monetize exclusive content using our content unlocker. Site visitors must complete a certain amount of offers in order to "unlock" access to the exclusive content. By using our tool, you agree that IDz is not responsible if users gain access to your content due to fraudulent offer completion or illegal manipulation of our coding and data services, which is against our terms. Though our data management and programming practices are held to the highest standards at all times, no data transaction on the Internet is 100% secure from intrusion.
Subject to these Terms of Service and any third party restrictions, IDzMedia grants you a non-transferable, non-exclusive and non-sublicenseable limited right and license to use the Unlocker API on your website(s) as presented within the IDz website. If you violate these provisions, IDz will be entitled to (i) any and all revenues you may generate as a result of such violation and (ii) retain any payments that IDz otherwise would have been obligated to make to you.
By posting any information or materials within this website and the Unlocker API, IDzMedia does not waive proprietary rights in and to the Unlocker API and does not transfer any rights to you in the Unlocker API except for the limited right granted here. Without limiting the foregoing, you agree not to:
- Access the Unlocker API other than the interface provided on this website for explicit use in acccessing the Unlocker API;
- Reverse engineer, decompile, reverse compile, translate, adapt, or disassemble or otherwise access the Unlocker API, or any part thereof;
- Copy, distribute, display, transmit or reproduce the Unlocker API, or any part thereof, in any form, including, but not limited to, fonts, icons, link buttons, wallpaper, and unlicensed merchandise;
- Publish, display, disclose, sell, rent, lease, modify, store, loan, distribute, publicly display or perform, co-brand, frame, permit third parties to link to, or create compilations or derivative works of the Unlocker API, or any part thereof, including, but not limited to, using any part of the IDzMedia Technology to create fonts, icons, links, buttons, wallpaper and unlicensed merchandise;
- Assign, sublicense, convey, transfer, pledge as security or otherwise encumber the rights and licenses granted hereunder;
- Use the Unlocker API in any fashion that may infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary right of IDz, its third party suppliers or any other third party;
- Use the Unlocker API to harm minors in any way;
- Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity using the Unlocker API;
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Unlocker API;
- Email, transmit or otherwise make available any materials that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) using this Unlocker API;
- Email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation using this Unlocker API;
- Email, transmit or otherwise make available any material that contains software viruses, worms, trojans, spyware, adware or any other malicious computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment using this Unlocker API;
- Interfere with, circumvent, disable or disrupt security related features of the IDz Website or features that prevent or restrict use or copying of the Unlocker API or enforce limitations on use of the Unlocker API; interfere with, circumvent, disable or disrupt the Unlocker API or servers or networks connected to the Unlocker API; or disobey any requirements, procedures, policies or regulations of networks connected to the Unlocker API (including, but not limited, to this Website);
V. Confidentiality and Ownership of Data
All information related to your participation as an IDz Affiliate, including but not limited to your username and password; commission rates; identities of IDz clients; pricing strategies; number of sales, leads or customers acquired for clients; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of IDz shall be considered proprietary information of IDz.
You agree not to disclose any such confidential information to any third person, or use it for any other use whatsoever aside from all uses protected by this agreement. You also agree not to remove, export or re-export such information except in compliance with all applicable export laws and regulations of Canada and the United States of America. Any employee or third party given access to any such Confidential Information must have a legitimate "need to know" and shall be similarly bound in writing. At no time may this information be used to reverse-engineer or copy the composition of the underlying information, structure or ideas. Any attempt to do so will be considered a breach of contract.
IDz covenants and agrees to provide, monitor and maintain the necessary technologies required to link Affiliates to client websites; provide creatives for each offer in appropriate and current format; and notify users of all data associated with their account, commissions and offers that is necessary for all uses approved under these Terms and Conditions.
VI. Relationship of Parties
The Affiliate's relationship with IDz will be that of an independent contractor. These Terms and Conditions and agreement do not construe the creation or constitution of a franchise, partnership or any other type of relationship between the parties. No party shall have the power to bind the other or incur obligations on the other's behalf without the other party's written consent. Each party retains exclusive rights, titles and interest to any and all elements od their respective websites and the look, feel and design of their services as they appear thereon. Any press release or other public announcement by you regarding your participation in the IDz Publisher Program shall require the prior approval of IDz.
This agreement may be terminated by the Affiliate or IDz, and will be effective within fourteen (14) days of the sending of the termination notice. Your account may be suspended or terminated if IDz believe, at its sole discretion, that you have violated this agreement in any way. Upon termination, the Affiliate will have to remove any and all offers supported by IDz from your website(s) and newsletter(s). If IDz deems you still eligible to be paid earned but unpaid commissions, you must certify to IDz via email that these termination conditions are met within five (5) business days following termination. Any such payment will be paid during the next billing cycle.
During the term of this Agreement and for a period of six (6) months thereafter, you will not, directly or indirectly: (1) solicit or entice or attempt to solicit or entice, work away from IDz (with the exception being when the Affiliate has a pre-existing relationship with such parties); (2) solicit or entice or attempt to solicit or entice any of the employees of IDz to enter into employment service with the Affiliate or a competitor of IDz; or (3) directly or indirectly enter into any agreement or contract, written or otherwise, with any Client or otherwise provide services to any third party for the ultimate benefit of a Client which might, in the opinion of IDz, compete with any services provided by IDz to that Client.
IX. Covenants, Representations and Warranties
You warrant that:
- You have the authority and capacity to enter into and to be bound by these Terms and Conditions;
- To the best of your knowledge, there are no existing, pending or threatened claims or actions pending against you;
- None of your sites contain false or deceptive advertising or any machine readable code including without limitation any virus, Trojan horse, work or other self-executing program;
- You own or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on or through your website or websites and in your electronic mail;
- You are not currently party to any agreement or business relationship which may conflict with these Terms and Conditions;
You covenant and agree that:
- You will, at all times, comply with all laws applicable in the jurisdiction where you are situated or where you directly or indirectly conduct your business;
- You will not enter into any agreement or business relationship or otherwise incur any obligation which might, in the opinion of IDz, conflict with these Terms and Conditions;
- You will, at all times, comply with the terms of these Terms and Conditions and all IDz Policies, as updated, amended and replaced by IDz, from time to time, in its sole discretion;
- You will not, without the express written consent of IDz, use or permit any person for who it is in law responsible to use any third-party trade-names or trade-marks;
- You will not publish on any website or send in any electronic mail a universal resource locator or other link to any content or otherwise engage in or condone any practice, which, in the opinion of IDz is deceitful, defamatory, libelous, abusive, violent, prejudicial, obscene, pornographic, likely to bring the reputation or standing of IDz into disrepute, or which otherwise would be illegal;
- You will at all times comply with the terms and conditions of any agreement or policy established by an Offer in which you elect to participate;
- You will at all times comply with the provisions of the CAN-SPAM Act of 2003, as amended or replaced, from time to time;
- You will not post any content relating to IDz campaigns to any Usenet newsgroup, chat room, bulletin board or 'blog' (save and excepting a chat room, bulletin board or blog which is operated or primarily owned by the Affiliate) without the express written consent of IDz;
- You will be responsible for the development, operation and maintenance of its website or websites and electronic mail, including without limitation the technical operation thereof, the creation, publication and accuracy of any content published on any such website or websites or in any electronic mail;
- You will not attempt in any way to alter, modify, eliminate, conceal or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from IDz;
- You will not “frame” or “mirror” any part of any pages hosted by the Client unless expressly permitted by IDz and the Client;
- You will not alter any website or electronic mail content provided by IDz;
- You will, at all times and from time to time provide IDz with written confirmation of a valid address, telephone number, electronic mail address and such other identifying or financial information as IDz may reasonably require.
X. Indemnity and Liability
You agree to indemnify and hold harmless IDz, its agents, officers, directors and employees against all liability to third parties resulting from the acts, or failure to act, of such indemnifying party, or any acts of its customers or users. In addition, you agree to indemnify IDz for any and all costs, charges, fines, expenses, losses, suits, damage or liabilities arising from any violation by you and your sub-Affiliates of the limitations and obligations of these Terms and Conditions.
No party will be liable to the other for any special, consequential, incidental, punitive or indirect damages, losses, costs or expenses of any kind arising from your participation as an Affiliate with our publisher program - regardless of whether or not each party has been advised fo the possibility of such damages, losses, costs or expenses. In no event shall IDz's liability under this agreement, whether in contract, tort or other legal theory, be greater than the total amount paid by IDz to the Affiliate hereunder.
No warranties are made by either party as to the services or technology described in this agreement, and each party hereto expressly disclaims any implied warranties of merchantablitiy, fitness for a particular purpose, title or noninfringement as it relates to the technology and services provided pursuant to this agreement. This statement expressly includes any reimbursement for losses of income due to disruption of service by IDz or its upstream providers.
In the event of a dispute arising from or concerning the subject matter of these Terms and Conditions or your participation and termination from our publisher program, you agree to first attempt to resolve the dispute through good faith negotations. In the event that this is ineffective, the parties shall refer the dispute(s) to a mutually acceptable mediator for hearing in Philadelphia, Pennsylvania. Any continuing litigation arising under this Agreement will be brought in the federal or state courts located in Philadelphia, Pennsylvania. The prevailing party in any action shall be entitled to recover its reasonable attorneys’ fees and costs incurred.
a) If any part of this agreement is deemed invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this agreement shall not be affected.
b) Force Majeure: No party will be deemed in default of these Terms and Conditions to the extent that performance of obligations or attempt to cure any breach are delayed or prevented by reason of events beyond that party's reasonable control. Any party so affected shall be excused so long as such party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and such force majeure event does not extend beyond fourteen (14) days.
This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this Agreement. The individual submitting this application certifies that she/he is authorized to act on behalf of Affiliate and that she/he, on behalf of Affiliate, has read and accepted the terms, conditions and disclosures associated with these Terms and Conditions. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. Any obligation of the parties relating to limitations on liability, confidentiality and indemnification shall survive termination or expiration of this Agreement.
Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile or confirmed electronic transmission; (iii) 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 as indicated herein; or (iv) in the event of material changes to this Agreement, notice shall be deemed effective upon posting at www.InstantDollarz.com/publishers. Copies of all notices shall be sent to IDzMedia, POBox 22367, Philadelphia PA 19110.