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    [heading] => Veneficus Affiliate Network Terms - Last Published: 12th Jan 2016 at 12:02:05
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Publisher Agreement

The use of our site and any publisher tracking links we generate are subject to the below terms.

Introduction

These terms and conditions (the “Agreement”), together with the schedules attached, and any amendments to those schedules, governs your participation as a member (the “Publisher”) of the Veneficus Affiliate Network (the “Platform”). The terms and conditions will apply to each business transaction between Veneficus and Publisher related to Publisher’s distribution of all advertising campaigns on behalf of the Company and Publisher’s use of Company website and tracking platform/portal (the ”Site”). Publisher agrees to use the Site and any additional products and/or services offered by company (the “Services”) only in accordance with this agreement. The Publisher covenants and agrees to be bound by this Agreement, and the schedules attached, as amended by Veneficus (“Company”) from time to time.

The latest version of the agreement will be posted on the Site and will be displayed to a publisher when they next log in to the platform. Publisher’s continued use of the Site and/or the Services after any modification of this agreement thereof shall constitute Publisher’s consent to such modification. Publisher’s will have to manually agree to the amended terms before they are allowed access to the platform. However, publishers should also regularly check the site for updates and/or changes.

For purposes of this agreement the “Publisher” includes the individual, company or entity and, without limitation, any parent entities, owners, publishers, subsidiaries, predecessor or successor entities, and any agents, directors, officers or employees acting on behalf of same, registering with company to use the site or services. If you are an employee or agent of a business and are entering into this agreement for use by the business for its own purposes, you hereby agree that you enter into this agreement on behalf of the business and that you have authority and permission to bind the business to the terms and conditions of this agreement.

You must be over the age of 18 years old to become a publisher on the network and to use the Site.

If you do not agree to this agreement in its entirety, you are not authorised to register as a publisher, use the services and/or site, in any manner or form whatsoever.

 

1. Definitions

1.1 “Company” refers to Veneficus, which is the brand name for the affiliate network owned by Veneficus Ltd

1.2 "Advertisers" means a client or advertiser of Veneficus Ltd.

1.3 "Campaign" means an advertising campaign published by Veneficus on the Site, in an email, via instant messenger (skype, aol chat etc.) or all of the above, setting out an advertising offer on behalf of an Advertiser and containing such additional terms and conditions as the Advertiser and Veneficus, in their discretion, consider necessary from time to time.

1.4 " Site" means the website for the Program operated by Veneficus and situated at
http://www.veneficus.co.uk/
and
http://www.veneficus.co.uk/network

1.5 “Conversions” means any transaction generated by Publisher for any given Advertiser Campaign on behalf of the Company. Conversions include but are by no means limited to leads, sales, installs, software downloads, clicks, impressions, registrations etc.

1.6 “Leads” is an alternative name for Conversions

1.7 “Recipient” means the Publisher

1.8 “Disclosing party” means the Company

1.9 “Confidential Information” means all confidential information (whether oral, written or in any other form) including without limit any material containing or consisting of material of a technical, operational, administrative, economic, marketing, planning, business or financial nature and relating to either party including the existence and the contents of these Terms but excluding any information which is in the public domain or which comes into the bona fide possession of a party by other lawful means

 

2. The Self-Billing Agreement

This is an agreement to maintain a self-billing procedure between: Veneficus Ltd and the self-billee (the publisher) to which this agreement relates. 

Veneficus Ltd. agrees:

2.1 To issue self-billed invoices for all supplies of leads made to them by the self-billee (the publisher) until end of contract.

2.2 To complete self-billed invoices showing the publisher’s name, address and VAT registration number, together with all other details which constitutes a full VAT invoice.

2.3 To make a new self-billing agreement in the event that their own VAT registration number changes.

By accepting this agreement the self-billee agrees:

2.5 To accept invoices raised by the self-biller on their behalf until end of contract.

2.6 Not to raise sales invoices for the transactions covered by the agreement.

2.7 To notify us immediately if you:

o Change your VAT number
o Cease to be VAT-registered; or
o Sell your business or part of your business

 

3. Campaign(s)

3.1 The Site allows the Company to post offers for the distribution of advertising campaigns sponsored by the Company or its affiliates (“Campaign(s)”) on behalf of the Company’s clients (the “Advertisers”). The Site also allows publishers to apply to participate in Campaigns subject to the Company’s approval. The terms and conditions of each Campaign will be posted on the Site and may be distributed to the publisher via email or instant message (skype, aol chat etc.) The Company may, in its sole discretion, change a Campaign or the Campaign Terms at any time and without prior notice to Publisher.

3.2 The Publisher shall be permitted to insert links that are attached to websites which have a Campaign registered at Veneficus (and the Publisher is approved to participate in) on its website & into emails sent as part of a mailing list.

3.3 If Publisher agrees to participate in a Campaign, Publisher agrees to place that Campaign’s advertising creative (“Ad”) on Publisher’s websites, affiliated websites, email mailing lists and other approved marketing channels (collectively the “Media”).

3.4 Publisher shall display the Ad exactly as it appears on the Site (or in communication from the Company via phone, email or instant message (skype, aol chat etc.) and will not alter it in any way. Failure to adhere to this requirement may, in addition to all other remedies available to Company, result in the immediate termination of Publisher’s relationship with Company, without prior notice thereof, and forfeiture of all commissions, whether earned or unearned, up through and including the date of termination.

3.5 The Publisher shall be responsible for the content on its website or emails, which includes but is not limited to the displaying of links, ensuring the accuracy, completeness etc. of links/adverts/content and shall comply with all applicable laws and regulations (including, without limitation, the E-Privacy Directive 2002/58/EC, The Consumer Protection From Unfair Trading Regulations 2008, The Electronic Commerce (EC Directive) Regulations 2002, The Privacy and Electronic Communications (EC Directive) Regulations 2003 and the Data Protection Act 1998) as are in force from time to time.

3.6 Publishers must at all times refer to and adhere to the ‘Allowed Traffic’ sources, outlined within the Campaign description within the Site OR communicated via phone, email, or instant message (skype, aol etc.) by the Company. Any leads, sales (etc) generated by a source of traffic other than those listed within the Allowed Traffic sources will not be paid for, and Publisher risks having all commissions removed, and being de-activated from network.

3.7 Company actively monitors traffic for fraud. If we believe fraud has been detected, the Publisher’s account will be disabled and all pending payments shall be withheld whilst the traffic is investigated. Fraudulent traffic includes, but is not limited to, and as determined solely by Company:

3.7.1 click-through or conversion rates that are much higher than industry averages where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of Company;

3.7.2 having Publisher websites that contain ONLY click or lead generation programs generating clicks or leads with no indication based on site traffic that it can sustain the clicks or leads reported;

3.7.3 Fraudulent leads as determined and reported by Advertisers

3.7.4 using any incentives to procure clicks or leads without prior written approval of Company;

3.7.5 using phone books, or similar such compilations of personal data, to complete lead generation forms; or

3.7.6 using fake redirects, automated software, and/or other fraudulent mechanisms to generate Events from the Programs.

In addition to this Fraudulent activity may include, but is by no means limited to; using incentive traffic when incentives are not permitted, fake details (phone number, email address, telephone number, name), BOT traffic, unusual conversion rates, multiple IP addresses, Company fraud detection software flags suspicious activity, duplicate leads, duplicate contact details.

3.8 If the Company suspects or determines that a Publisher’s account has been used for fraudulent activity or for generating fraudulent leads it will be deactivated immediately. The publisher will forfeit all Commissions and will cancel any outstanding payments.

 

4. Payment

4.1 The Publisher will be paid according to the terms for each individual campaign. The Company shall pay any amounts due approximately thirty (30) days after the end of the calendar month during which leads were generated. Notwithstanding the foregoing, the Company may, in its discretion, withhold payments until such time as the applicable Advertiser has paid Company for the applicable Program.

 

5. Confidentiality & Data Protection

5.1. Each party agrees not to disclose any Confidential Information obtained under or pursuant to this Agreement save in accordance with the terms of the Agreement or as agreed in writing by the other party and to ensure that Confidential Information is disclosed only to such employees and agents as is required in order to perform its duties under this Agreement

 

6. Non Disclosure & Non Compete

6.1. The Recipient agrees not to directly or indirectly use information from the Disclosing Party for purposes of competing with any services that are considered similar to or in any way competitive to any lead generation programme or Campaign.

6.2. Where a client of the Disclosing Party has received any services from the Recipient through the Disclosing Party’s agreement with the client, it is agreed that no services deemed as competitive to lead generation services or Campaigns will be offered directly or indirectly to the client by the Recipient or group of companies of the Recipient without it going through the Disclosing Party.

6.3. This no competition clause will remain in force for 180 days following the date of the final invoice from the Recipient to the Disclosing Party in respect of that client.

6.4. This agreement excludes any information which:

6.4.1. The Recipient was in possession of at the date of this agreement or subsequently comes into the public domain otherwise than by reason of breach of this agreement by the Recipient.

6.4.2. Was within the possession of the Recipient free from any restriction prior to the date of disclosure by the Disclosing Party

 

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