1.1 These Terms and Conditions (the “Agreement”) govern an individual’s participation as a member (the “Affiliate”) of ADSTELLAR Affiliate Network (the “Program”). The Affiliate covenants and agrees to be bound by this Agreement, Privacy Policy and Data Processing Addendum (DPA) located at www.adstellar.io, as may be amended by ADSTELLAR from time to time.
1.2 These Terms of Use are necessary for the acceptance and preparation of the APHILIA Report by persons registered in individual countries. Anyone who provides information under the Program and accepts this Agreement becomes the full legal representative for the conclusion and execution of this Agreement.
2.1 "Client" means a ADSTELLAR client.
2.2 "Offer" means an advertisement posted on ADSTELLAR website by email or both, which is an advertising offer on behalf of the Customer and includes additional terms and conditions that the Customer and ADSTELLAR may consider at their sole discretion.
2.3 “Program Site” means the application site maintained by ADSTELLAR and located at www.adstellar.io, which has all the domains and internal pages that we monitor.
2.4 "Additional Partner" means an independent third party with whom the Company enters into contracts.
3.1 ADSTELLAR allows the Company to participate in the Program provided that it complies with the terms of this Agreement and the policies established by ADSTELLAR from time to time and incorporated by reference into this Agreement. As of March 2019, there are two types of accounts in the ADSTELLAR partnership program: "perpetual" and "Smartlink only". Owners of the latter will only have access to ADSTELLAR Smartlinks and will not be able to browse the full range of offers. Only Smartlink account holders can request a change in account type and follow the authorization process (provide additional information about advertising and/or identity methods, and interview ADSTELLAR representatives).
3.2 An Affiliate can create a single account using your identity information. Each additional account must be approved in writing by the ADSTELLAR representative in advance. If ADSTELLAR becomes aware of multiple accounts at any time regarding a person or entity created to defraud ADSTELLAR or its affiliates, ADSTELLAR may limit, deny or close such accounts and/or benefits accruing from such accounts. ADSTELLAR may also suspend the payment of any fees and/or other fees paid or owed to the Affiliate in connection with this violation.
3.3 Partnerships may engage affiliated affiliates to distribute proposals under the program if:
3.4 Violation of the rules by a subsidiary is a violation of this agreement by an Affiliate.
3.5 The Parties directly agree that they are independent contractors and this Agreement does not constitute a partnership in any way and does not grant the parties any right or authority to assume or assume any responsibility on their behalf, either directly or indirectly. In the name or connection with others in a way.
3.6 It is further agreed that the Affiliate has no authority to create or assume in ADSTELLAR or on its behalf any obligation, express or implied, or to act or purport to act as its agent or representative for any purpose whatsoever and the Affiliate shall not hold itself out as having any such authority.3.7 ADSTELLAR may, in its sole discretion, verify or verify the authenticity or accuracy of the registration information provided by the Affiliate. The Affiliate hereby promises and warrants to ADSTELLAR only true and valid information regarding the identity and location of the Affiliate. If ADSTELLAR or a third-party payment provider requests confirmation of the Affiliate's identity and location, the Affiliate must respond within two business days of the request and provide valid proof of identity and location. ADSTELLAR may, in its sole discretion and discretion, close the Affiliate's account, access and use and/or any rights arising therefrom, at any time, if it finds that the Affiliate's registration information is misleading, inaccurate or inaccurate. ADSTELLAR programs in affiliate accounts may also stop paying fees and/or other fees payable or due to the Affiliate.
3.8 Partnerships are designed for development, operation, operation and maintenance, operation and maintenance and maintenance. The technological functioning of all suggestions that have nothing to do with such responsibility; Create and place links to product reviews, descriptions and affiliate sites and connect these specifications to the Software Site. Accuracy and appropriate data posted on the affiliate site; Make sure that the data arranged on the alphabetical site does not violate the rights of a third party, reject or refuse or refuse. ADSTELLAR assumes no responsibility for such issues.
3.9 Other than as provided in this Section 3, Affiliate may not sublease, rent, lease, sell, resell, outsource or service any Offer, and any attempt to do so shall be null and void.
4.1 Recommendations are posted on the program's website.
4.2 ADSTELLAR grants the Affiliate a limited, non-exclusive, non-exclusive right to download the Offerings from the Program's website and to publish them on the Affiliate’s websites and in the e-mails sent by the Affiliate, all of which must be complied with in accordance with this Agreement. ADSTELLAR policies are periodically modified and any additional terms are attached.
4.3 The Affiliate agrees to modify, alter, distort or embellish the Offer or any part of the Offer, including, directly or indirectly, without limitation text or graphics on ADSTELLAR or Customer's behalf.
5.1 ADSTELLAR is solely responsible for notifying partners of changes to the offer by email, tracking those emails, and making changes on behalf of partners. If the Affiliate delivers unsolicited emails or misses notifications, ADSTELLAR is not liable for any damages resulting therefrom. By default, each Affiliate account subscribes to ADSTELLAR ads, but any participant can unsubscribe at any time through the account settings. In this case, ADSTELLAR must find no other way to notify the Affiliate of these changes. Instead, it is the sole responsibility of the Affiliate to obtain information, such as through ADSTELLAR UI or API.
5.2 An Affiliate can also choose to subscribe to bid/campaign notifications in their account options. This option is not enabled by default.
5.3 ADSTELLAR also uses promotional emails to inform partners about new offers, special promotions and bonus programs, or to offer promotional tips. This is an option that each affiliate must select upon registration, but you can change it at any time in your account settings.
6.1 ADSTELLAR pays the Affiliate a commission calculated in accordance with the payment terms specified in each offer published by ADSTELLAR on the Program's website ("Commission"). ADSTELLAR will use a NET 15 monthly or NET 7 weekly payment plan at its discretion unless otherwise agreed. Whatever payment method you choose (e.g. PayPal, Payoneer, WebMoney, etc.), the company provides your real banking information to ADSTELLAR.
6.2 No fees are paid to the Affiliate until ADSTELLAR receives payment from the customer for the applicable offer published in the program's online reporting system. ADSTELLAR, in its sole discretion, may from time to time choose to continue any or all of the partnership's fees until payment is received from the Customer, but ADSTELLAR is under no obligation to do so. ADSTELLAR can provide weekly payments to trusted partners with proven traffic quality. This partner's income exceeds $ 1,000.00 ($ 1,000) for regular account holders and $ 500 ($ 500) for Smartlink account holders, but they retain their rights. Waiver of weekly payments to all companies. An Affiliate can only request a one-time change of account type to access certain offers. If an Affiliate is withheld while requesting a change in account type to convert ADSTELLAR service to faster payment, ADSTELLAR reserves the right to reject such a request and close the Affiliate's account if this request is respected.
6.3 The Affiliate agrees and acknowledges that if current details are not provided to ADSTELLAR in accordance with Section 10.2 (xiii) of this Agreement, payment of the fee may be delayed. Or costs incurred directly or indirectly by the subsidiary as a result of such a delay.
6.4 The minimum amount can be paid to the Affiliate during the accounting period for accounting owners. 500.00 ($ 5 cent) and only Regular Affiliate Account regardless of the currency chosen. 100.00 (US dollar). Pay less than the appropriate gate but. At least $ 100.00 (less than $ 100, and if the parties terminate a mutual agreement or are not related to violations of contract laws, the party is based on laws established by the Affiliate or personal agreement between them.
6.5 The commissions that ADSTELLAR pays to its Affiliate are interest-free.
6.6 Payments to one of the affiliates under this section are made by ADSTELLAR and reported to ADSTELLAR online reporting system and are based on records periodically reviewed by customers.
6.7 If the Affiliate's account is inactive for 12 (twelve) months and the Affiliate does not require payment of its commission during these 12 (twelve) months, each commission will be considered invalid and will be canceled. The balance, as well as the account, may be blocked.
7.1 The Affiliate reserves the right to pay 2% (2%) of the proposed profit of the branch within 6 months to any third party that participates in the affiliate ADSTELLAR is a personal referral link of the branch. Date of involvement of the established relationship (unless other conditions are agreed separately).
7.2 For this purpose, the parties agree that only affiliates who have recently been referred to the ADSTELLAR Referral Program are eligible, and no individual or company with existing accounts is subject to security.
7.3 The referral fee is calculated when the Affiliate's invoice is paid and is not based on traffic (including the most recent amount).
7.4 Referral commissions can be withdrawn as soon as the minimum threshold of $100 is reached and will be added to the Affiliate's next bill.
8.1 ADSTELLAR loyalty program and other incentive/bonus or reward programs are available to partners under ADSTELLAR option. ADSTELLAR only preference is company law, and the Affiliate has no obligation to offer any bonus/reward that is not directly approved. The Affiliate agrees that any form of bonus, reward and/or other advertising is ADSTELLAR right, but not its obligation.
8.2 For more information on how the ADSTELLAR loyalty program works, each partner can consult the relevant terms and conditions in the loyalty section of their ADSTELLAR account.
9.1 If ADSTELLAR determines in its sole discretion that the Affiliate or Sub-Affiliate has engaged in any activity that ADSTELLAR deems fraudulent or that could discredit ADSTELLAR reputation or reputation with the general public or with ADSTELLAR Clients or potential Clients, or otherwise that the Affiliate or Sub-Affiliate engages in activities that may be considered fraudulent or in the event that the Affiliate violates the promotional restrictions of a particular Offer, ADSTELLAR may, but is not obligated to (i) suspend or terminate Affiliate's membership in the Program without notice; and (ii) disclose information about Affiliate's identity and location to any regulatory or governmental agency as necessary to comply with the legislation in force.
9.2 ADSTELLAR may, but is not obligated, to provide evidence of fraudulent activity to the Affiliate and evidence that any part of the traffic is fraudulent will result in forfeiture of the entire commission due to the Affiliate. If an Affiliate believes that ADSTELLAR judgment in determining the illegality of their traffic is incorrect, the Affiliate will prove otherwise by sharing access to their traffic source/tracker, providing creative materials used for the promotion of a particular campaign or any other evidence that the Affiliate's Affiliate was not involved in any fraudulent activity. If the Affiliate fails to provide satisfactory proof or such proof within 7 (seven) days of suspension of its payment, ADSTELLAR reserves the right to terminate its Affiliate account and withhold payment of applicable commissions at its sole discretion and without negating all other obligations to Partner.
9.3 In the event of a suspension or termination under Section 9.1 above, any Fees due and payable to the Affiliate under Section 6 at the time of the suspension or termination will be forfeited.
9.4 For the purposes of this Agreement, fraud includes, but is not limited to:
9.5 ADSTELLAR may check an Affiliate for compliance purposes at any time. The Affiliate agrees to provide ADSTELLAR with all reasonable information necessary to conduct an investigation into the Affiliate's compliance with the law and this Agreement.
10.1 The Affiliate represents and warrants that:(i) has the authority and ability to enter into and be bound by this Agreement;
10.3 The Affiliate may participate in the email promotion of ADSTELLAR Offers only if permitted by the Advertiser and specified in the description of the advertisement, or otherwise, with the express written consent of ADSTELLAR Representative. Where applicable, the Affiliate will comply with the following requirements in relation to any email containing or promoting an offer that the Affiliate initiates or sends: (i) the "FROM" line must clearly and accurately identify the sender or entity "sending" or "initiating" (as those terms are defined in the CAN-SPAM Act) the email. Notwithstanding the foregoing requirement, Affiliate shall not include ADSTELLAR name, the subject of the Advertisement, or any false or misleading information in the FROM line; (ii) The "SUBJECT" field should be based on the message's subject. (iii) The email must contain a clearly displayed, labeled, and functioning (for at least thirty days after the message is sent) unsubscribe link for both the Affiliate and Client. Each unsubscribe link must provide for a universal unsubscribe from receipt of commercial email from the Affiliate and/or Client, such that any request for removal via the link results in removal from all of the Affiliate’s and/or Client's lists, as applicable. Each link must require the message recipient to do no more than visit a single web page (and not submit any information other than email address) in order to unsubscribe; (iv) the email must contain a statement identifying the email as a commercial solicitation. It can be in the header, body, or footer of the email; And (v) the email must contain a valid postal address of the sender. This mailing address must be listed at the top or bottom of each email.
10.4 Partner meets the following additional requirements:
11.1 The Affiliate agrees and agrees to indemnify and hold harmless ADSTELLAR, its parent company and their respective shareholders, directors, officers and employees (collectively, the "Indemnified Group") from and against any claim or judgment, including all legal acts associated fees, expenses and expenses actually incurred arising from any breach of this Agreement by the Affiliate or a Sub-Affiliate or from the Affiliate's exercise of any right under this Agreement or from an act or omission of 'Affiliate, a Sub-Affiliate Affiliate or anyone else for which the Affiliate is legally liable, including, without limitation, any damages, losses, consequential damages or otherwise, arising in any way (including those arising out of or in connection with any liability or other cause, claim, request or other action) as a result of the act or omission of the Affiliate or any person for whom the Affiliate is legally liable, regardless of whether or not the indemnified Group or one of them has acted as a defendant in such proceedings and whether or not the indemnified Group or any of them is liable through negligence or otherwise for any damage or injury to people or things. Affiliate's obligation to defend and indemnify, as set forth in this paragraph, will survive any termination of this Agreement for any reason and will not be otherwise limited by any other terms or conditions of this or any Agreement. ADSTELLAR, in its sole discretion, may assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate. ADSTELLAR may participate in the defense of any Claim for which it has no defense or control, and the Affiliate will not settle any such Claim without ADSTELLAR prior written consent.
12.1 ADSTELLAR or its administrators may from time to time disclose to the Affiliate certain information relating to the activities of ADSTELLAR or of ADSTELLAR Customers, subsidiaries, Affiliates, agents or employees; business and marketing plans, strategies and methods that may not be industry standard practice or are not widely known in the industry; or studies, charts, plans, stories or collections of business and industry information obtained or prepared by or on behalf of ADSTELLAR (all collectively referred to as "Confidential Information"). The Affiliate acknowledges that the Confidential Information is provided at ADSTELLAR sole discretion and nothing in this Agreement obliges ADSTELLAR, its directors, agents or employees to provide the Affiliate with access to the Confidential Information.
12.2 Unless expressly authorized in writing by ADSTELLAR the Affiliate undertakes and accepts: (i) use the Confidential Information only for the purposes expressly provided for in this Agreement; and(ii) that no Confidential Information will be disclosed to any third party, affiliate, subsidiary, contractor, agent or employee of Affiliate without the prior written consent of ADSTELLAR, which may be unreasonably withheld and arbitrary.
12.3 The Affiliate acknowledges that ADSTELLAR is the sole and exclusive owner of all rights, title and interest in and to the confidential information. Affiliates agree that confidential information will not be copied or reproduced without the prior express written consent of ADSTELLAR.
12.4 Upon termination of this Agreement or otherwise upon ADSTELLAR request, Affiliate agrees to promptly deliver to ADSTELLAR all notes, data, tapes, reference materials, sketches, drawings, memoranda, recordings, diskettes, electronic communications under in any form or other materials arising from any access to Confidential Information held by the Affiliate or by any Affiliate, subsidiary, sub-affiliate, agent or employee of the Affiliate.
12.5 Partner acknowledges and agrees that: (i) the provisions of this Section and Affiliate's agreement thereto are material and constitute a substantial inducement for ADSTELLAR to enter into this Agreement; (ii) the provisions of this Section shall be construed independently of any other provision of this Agreement, and the existence of any claim or cause of action Affiliate may have against ADSTELLAR, whether based on this agreement or otherwise, does not constitute a defense to the enforcement of the provisions of this section by ADSTELLAR; (iii) that a breach of this section would cause ADSTELLAR irreparable harm for which damages may not be an adequate remedy, and Affiliate, therefore, agrees that in the event of such breach, ADSTELLAR shall be entitled to seek damages in addition to any other right ADSTELLAR is entitled to under this Agreement or otherwise at law or in equity, to injunctive relief against Affiliate without proof of actual damages; and (iv) notwithstanding any other provision of this Agreement, this Section shall survive any termination of this Agreement, howsoever caused.
12.6 The Affiliate agrees to indemnify and hold ADSTELLA Rharmless from any loss, cost or expense, including court costs and attorneys' fees on a solicitor and own client basis, that ADSTELLAR may incur. as a direct or indirect result of any unauthorized disclosure of the Confidentiality. Information by the partner or a person for whom the partner is legally responsible.
13.1 During the term of this Agreement and for a period of 6 (six) months thereafter, the Affiliate shall in no way attempt to damage the commercial reputation and goodwill of ADSTELLAR, and in particular the Affiliate shall not will not, directly or indirectly: (i) Solicit, induce or attempt to solicit, induce or attempt any of ADSTELLAR employees to enter into an employment contract with the Affiliate or a competitor of ADSTELLAR; or (ii) directly or indirectly enter into any agreement or contract, written or otherwise, with a customer/contractor of ADSTELLAR or otherwise provide services to a third party for the ultimate benefit of a customer which ADSTELLAR believes may compete with the any of the Services provided by ADSTELLAR; or (iii) solicit, engage, contract, license or collaborate with any Customer whose Offering or any of its Affiliates markets hereunder without the prior written consent of an Authorized Party of ADSTELLAR.
Affiliate agrees and understands that ADSTELLAR has incurred significant costs in forming ADSTELLAR Affiliate Network and providing services to its customers, and Affiliate agrees and understands that if Affiliate breaches this Section, Affiliate shall pay ADSTELLAR in damages an amount equal to the amount paid by ADSTELLAR to Affiliate in the 6 (six) billable months prior to such breach. Claims for liquidated damages provided for in this section will not prevent ADSTELLAR from seeking injunctive relief. In addition, in the event Affiliate violates this Section in the form of solicitation or solicitation of ADSTELLAR employees or any other persons providing services to ADSTELLAR, Affiliate shall pay damages additional equal to the total sum of all payments made by ADSTELLAR to such employee/other person providing services to ADSTELLAR during the 3 calendar years immediately prior to such breach.
14.1 ADSTELLAR disclaims all warranties, conditions, representations, indemnities, and warranties, express or implied, with respect to all matters (including, but not limited to, warranties of merchantability, satisfactory quality, merchantability, fitness for a particular use, title and non-infringement).
14.2 The Affiliate acknowledges and agrees that any determination by ADSTELLAR that the advertising materials and/or creatives provided are accurate, appropriate and do not violate any applicable law is based solely on the designation made to ADSTELLAR by the relevant Client and that ADSTELLAR is not responsible for any Advertising Material incorrectly designated by the Client in question.
14.3 Notwithstanding any other provision of this Agreement, ADSTELLAR further disclaims all obligations and liabilities on the part of ADSTELLAR and those for whom it is legally liable for any damages, including, without limitation, indirect, special and consequential damages, lawyers and experts legal fees and expenses (even if ADSTELLAR has been advised of the possibility of such damages, fees or charges) arising out of or in connection with this Agreement.
14.4 In no event shall ADSTELLAR be liable to Affiliate for any consequential, indirect, special, punitive or incidental damages, or lost profits of Affiliate or Affiliate's successors or assigns (including, without limitation thereto, any claims for loss of goodwill, use or reliance on the services provided hereunder, cessation of other work or damage to other property) arising out of a breach or breach of warranty, express or implied, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. Without limiting the generality of the foregoing, any liability of ADSTELLAR shall be limited to the total amount paid by ADSTELLAR to Affiliate under this Agreement during the last 6 (six) billable months prior to liability. Without limiting the foregoing, ADSTELLAR will not be liable for any failures or delays due to government action, fire, flood, riot, earthquake, power outage, riot, explosion, embargo, strike, legal or illegal, lack of manpower or equipment, transportation interruption of any kind, delay in work, actions or inactivity of the Affiliate or any third party, equipment or software of the Affiliate and/or equipment of any third party or any other circumstance that affects production or delivery in any way beyond the control by ADSTELLAR.
15.1 Either party may terminate this Agreement at any time by giving 48 (forty-eight) hours' notice to the other party. If ADSTELLAR believes the Affiliate has violated this Agreement, ADSTELLAR reserves the right to immediately suspend the Affiliate's account. The account can be reinstated later if the situation is resolved amicably.
15.2 In the event that this Agreement is terminated for any reason, the Affiliate agrees and agrees that the terms set forth in Sections 6, 10, 11, 12, 13, 14 and 16.1 of this Agreement will continue to apply.
15.3 The contract is for an indefinite period of time unless one of the parties breaches it.
16.1 ADSTELLAR may assign to this Agreement without the Affiliate's prior consent. The affiliate may not assign this Agreement without the express written consent of ADSTELLAR.
16.2 ADSTELLAR reserves the right to change, modify or modify this Agreement at any time and for any reason. The latest version of this Agreement will be posted on the ADSTELLAR website and in the relevant section of the software tracking platform. ADSTELLAR may notify the Affiliate of any significant changes to this Agreement, but it is the Affiliate's responsibility to keep you informed of such changes or changes.
16.3 Any notices or other notices permitted or required by this Agreement ("Notices") must be sent in writing or by fax or e-mail to the address provided by the Affiliate to ADSTELLAR in their ADSTELLAR account. Any such notification will be deemed to have been received or received by fax or email.
16.4 No term of this Agreement shall be deemed waived or terminated unless such Waiver or Termination Agreement is in writing and signed by both parties.
16.5 If any term, contract or condition of this Agreement is indefinite, void, unlawful or unenforceable in any court of competent jurisdiction, this Agreement will remain in force with respect to the remaining terms, agreements or conditions.
16.6 This Agreement is beneficial and binding on ADSTELLAR and each of its Affiliate's heirs, successors, and designees.
16.7 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous representations, negotiations, agreements, and arrangements, whether oral or written.
16.8 ADSTELLAR MAKES NO WARRANTIES ATTENTION TO ATHLIANS OR THIRD PARTIES REGARDING THE ADSTELLAR SITE. ADSTELLAR services are provided based on the "realized amount". External factors and/or factors beyond ADSTELLAR control.