REVLINKER AFFILIATE AGREEMENT
Between
“Onlyellow Unip. Lda." and AFFILIATE,
2019
AFFILIATE AGREEMENT
Between:
1.“Onlyellow Unip. Lda.", a company incorporated in and according to the Law of Portugal, with its headquarter in Estrada Principal – Casa da Eira s/n, Carvalhos 6100-086 Castelo, Portugal, with a share capital of € 5000, under company number 509946836, hereinafter referred to as “Revlinker"
And
2.Affiliate, a company or natural person herein submitting the application of this agreement, joining and participating in the Services further describe within this Agreement and its Appendixes;
Hereinafter referred to, jointly, as "Parties",
Whereas:
A.Revlinker is a mobile digital agency focusing on the promotion, testing and optimization of digital marketing campaigns, along with the development of tools to bolster their monetization potential;
B.Affiliate wishes to employ Revlinker tools and campaigns on websites owned and operated by Affiliate;
The Parties mutually agree upon and freely accept the Affiliate Agreement set out in the following contractual terms:
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE Revlinker AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
1. Services Description
1.1. The Publisher undertakes to render the following promotional and marketing services to Revlinker, under the terms and conditions established in this Agreement. The Publisher will promote Revlinker’s campaigns to online users around the world to obtain subscribers for Revlinker’s third part advertisers. The services will be rendered by the Publisher by means of different on-line advertising campaigns that Revlinker has created in order to promote its client’s products.
1.2 Revlinker will provide the publisher with Linked Websites marketing campaigns, consisting of a hyperlink for the publisher to display on its own Websites or any website’s ad space purchased on third party platforms.
1.3. The Linked Websites will be chosen by Revlinker at its sole discretion from the publisher Program’s selected partners.
1.4 Revlinker will also provide the publisher with tools designed to provide the publisher with current information regarding the traffic to the Linked Website originating from the publisher’s websites, Conversion data, as well as the corresponding publisher’s revenue.
2. Publisher’s Rights and Obligations
2.1 The Publisher hereby undertakes to comply with all federal, state and local laws and regulations and that is solely responsible for his products and its contents. The Publisher should also guarantee that they have all the necessary permits, licenses, clearances and rights to use the content contained in the campaigns and that they will only use for this propose.
2.2. The publisher undertakes to run any and all materials relevant to the Linked Websites as provided by Revlinker and in accordance with the offer description as provided by Revlinker. If the Publisher wants to use its own creative or modify the existing one, then it has to be approved by Revlinker before putting them online. Disapproved materials are not allowed to go online and if some unauthorized materials are found on its websites and/or on any other websites that may be affected by actions attributable to the publisher or any of its associates, employees, consultants and contributors, the publisher will be liable for this and for the payment of any fines, legal fees, costs and damages related to this.
2.3 Publisher will take all actions required to prevent unauthorized traffic and shall be fully liable for any fines, legal fees, costs and damages arising from it. Publisher will further warrant that it shall employ all possible means to prevent any and all forms of adware, SPAM and other unsolicited electronic communications (including but not limited to e-mail, SMS and other messaging platforms), typo squatting, clickjacking, likejacking, content locking and unlocking. To avoid Artificial Traffic will also not employ any artificial means to induce user traffic such as, but not limited to: forced traffic redirecting; automatic Click; Conversion/Lead; Transaction/Sale; instant win incentives; countdown clocks; incentivized; artificial, untrue or otherwise inaccurate representations of product and/or services availability and targeting to Linked Websites for children under legal age. It will be also his responsibility to prevent the existence of any malicious or harmful code, such as but not limited to viruses, malware, spyware, and any connections to hacked or otherwise tampered with websites.
2.4 The Publisher must be completely transparent regarding traffic sources. Hiding or redirecting traffic to deceive Revlinker could be considered fraud and might lead to the withholding of pending payments, and consequently the suspension or permanent ban from Publisher program.
2.5. The Publisher shall respect all traffic guidelines given by Revlinker including, but not limited to, website’s blacklist and segmentation (carrier, device, etc.).
3. Revlinker Rights and Obligations
3.1. Revlinker undertakes to monitor and register any and all Traffic generated by the publisher’s registered websites to Linked Websites, within the scope of the services as described. This registration should be in the Revlinker dashboard, that all Publishers have access.
3.2 Revlinker shall collect and pay the publisher all the valid amounts, including commissions, due arising from the provision of the services in this agreement.
3.3 Revlinker cannot guarantee or warrant the performance of the Services, or the links to any linked websites for service availability levels. Revlinker will also not be liable for defects in the service, interruptions in the accessibility to the service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in Revlinker's service or for any damage caused by viruses or components to the service, the publishers software and/or the publisher's website. Revlinker shall not be liable for any error in the implementation of the links on the publisher's website or for the specified function of the links.
3.4 Revlinker shall not be liable for costs and damages incurred by the publisher arising out of this Agreement unless caused directly by the negligence of Revlinker in providing its service. Revlinker shall not in any circumstances be liable for indirect or consequential damages and costs incurred by the publisher for any reason whatsoever.
3.5 Revlinker has the right to evaluate if the publisher can or cannot run a specific offer and decide to send or not the campaign materials to the publishers.
3.6 Publisher account could be suspended or blocked for undetermined time, if Revlinker feels suspicious regarding Publisher activities under the Publisher’s Program. Revlinker can also, without prior indication, redirect the traffic from the Publisher to other products or services, for a blank page, or any other URL, to safeguard Revlinker’s Publisher Program if there is any suspicious of fraud and if the publisher does not properly execute the requests made by Revlinker (targeting, cap, payouts, etc.).
3.7 Revlinker traffic recommendations and estimated performance’s (eCPMs) are merely suggestive and indicators of performance. Revlinker shall not guarantee the accuracy of any performance indicators, including, but not limited to, Conversion Rate and eCPMs.
3.8 Revlinker reserves the right to cancel any conversion/lead that took advantage of the user, by using any type of manipulation. It must always be clear for the user the service and cost associated before subscribing to any product or service.
3.9 Revlinker guarantees data from Publisher for the last 3 months. If Publisher wants data to be storage for an extraordinary time, must make a formal request over registered mail. Any conversion/lead will be only validated after 45 days from the time they’re triggered to the Publisher.
3.10 Multiple conversions from the same IP, suspicious flows of conversion and extraordinary performance on specific time frames on specific targets can be considered invalid leads without the need of giving further details to the Publisher.
3.11 Revlinker can share information as long as its requirement is justified by the Publisher. If is not duly justified Revlinker may refuse it.
4. Payment
4.1 Commissions shall be based on the reports provided by the Revlinker dashboard. These reports shall always prevail, unless the report traffic volume exceeds in at least 20% the volume reported in Revlinker’s monthly reports. If this happens a claim may be submitted by the publisher, in detailed writing and proof of performance within 30 days for further examination. If a claim is deemed accurate, a revised commission amount may be agreed upon by both Parties.
4.2 After closing the monthly numbers with the Publisher, this must submit a valid invoice to Revlinker that has 30 days after receiving the invoice to clear it.
4.3 Payment will only be made if two months prior to the payment date the publisher is due an amount of at least 500€ and if Revlinker has received full payment for these transactions at the end of the relevant month. An amount due of less than 500€ will be accumulated to the next payment and will be included in the amount to be paid out at the next payment date, again provided that the minimum amount of at least 500€ is due two months prior to that payment date.
4.4 The publisher is responsible for the payment of all tax and national insurance payable on any payments made to him under this Agreement.
4.5 Revlinker has the right to choose the currency and payment method that best suits his interests when paying to the Publisher.
4.6 Revlinker shall not be responsible for any fees withdraw from bank’s transactions.
5. Termination
5.1 Either party may terminate this Agreement for any reason or for no reason by providing the other party with seventy-two (72) hours prior written notice.
5.2 Upon termination or suspension of this Agreement, the Publisher shall immediately remove and delete any and all materials provided by Revlinker under the terms of this Agreement.
6. Indemnification
6.1 The Publisher will assume full legal liability corresponding to unauthorized/illegal advertising content, violation of intellectual property rights, false information, deceptive, unfair and/or false advertising or any other form of unlawful conduct and for that reason Revlinker remains the right to block Publisher activity immediately.
6.2 If Revlinker is accused of any claim or judgment brought by a Third Party that was caused by the Publisher, that accusation will pass directly to the Publisher and Revlinker has the right to give all the information needed.
6.2 The Publisher will further indemnify Revlinker for any such fines, legal fees, costs and damages that Revlinker may incur in arising from the Publisher’s irregular or illegal use of any materials.
7. Representations and Warranties
7.1 If the publisher is a natural person, he must be the minimum legal age of each country. If the publisher has not reached the legal age a parent must give his consent to the registration to Revlinker’s service and the registration of a publisher below the legal age without parental consent will be ineffective.
7.2 The publisher warrants that the information furnished to Revlinker about himself and his website is correct, complete and sent in due order and that the information corresponds to actual facts. The publisher must notify Revlinker immediately of any changes in the information by updating the information about him on Revlinker website. If the publisher is a limited company Revlinker must be provided with the publisher's full registered name, company registration number, registered office, trading address if different and VAT number if registered.
7.3 The publisher warrants either that the rights to all information and productions on the publisher's website belong to the publisher or that the owner of the rights to the information and productions on the publisher's website has given his explicit permission to their publication there. The publisher also warrants that the information and productions on the publisher's website do not infringe any rights of third parties, including intellectual property rights, and that such information and productions are not offensive, prohibited or questionable in any way.
8. License
8.1 All materials provided to the publisher under this Agreement are provided under a nonexclusive, non assignable license strictly limited to the fulfillment of the rights and obligations set herein.
8.2 This agreement does not guarantee any ownership or rights, other than those specifically required for the provision of services.
8.3 The companies in this agreement remain independent, this is only a partnership. It’s expressly forbidden to use the name of the other party to identify itself. If you do so, Revlinker has the right to terminate the partnership and cancel the registration of the publisher on its platform.
8.4 This Agreement prevails from all the other previous signed Agreements.
9. Governing law/venue
9.1 In case of litigation regarding the validity, interpretation or enforcement of this Agreement, the Parties shall endeavour, by all means of dialogue and composition of interests, to settle such litigation through an amicable settlement.
9.2 The parties expressly consent that any dispute arising from or out of, or relating to this Agreement shall be resolved in Lisbon court, as appropriate, located in Lisbon, Portugal.
10. Confidentially
10.1 The Parties will use all reasonable endeavours to keep confidentiality, and to ensure their respective officers, employees, agents and professional and other advisers also keep it confidential, any information relating to the business, assets or affairs of Revlinker. Any information relating to the customers, transactions, clients, supplies, pricing of equipment, materials and services of Revlinker shall also be kept confidential by the Parties. If the Publisher has access to third party information’s is not allowed to use or work with them, unless otherwise authorized by Revlinker.
10.2 It’s expressly forbidden to entice any employee of Revlinker to go to work for the Publisher company.