1.1 Affie.com is a network exchange platform that serves as a marketplace through which Advertisers purchase online traffic, clicks, calls, views, actions, leads, sales, or conversions, by determining in Insertion order (in further text: IO) the specifications of campaign and billing model, i.e. which Services are performed for the Advertiser by independent Publishers.
1.2 By using Affie.com, the Advertiser agrees to be bound by the following terms and conditions and that these Terms and Conditions (in further text: T&C) are enforceable like any signed written contract.
1.4 In case particular campaign set out in any IO had expired and the parties have not terminated their cooperation, provisions of this Agreement and that particular IO shall remain in effect and binding until the cancellation or termination of this Agreement.
2.1 The following terms identified in the T&C and the Insertion order(s) shall have the following definitions:
a. Affie: Profit Bloom Corporation Limited doing business as Affie through its website (Affie.com), is a Hong Kong limited liability company with registered address at Flat RM 2107-9 21/FC C WU Building 302-308 Hennessy Road Wan Chai Hong Kong
b. Advertiser: an individual or a company using Services on Affie.com
c. Services: digital advertising
d. Transactions: leads, conversions, clicks, calls, views, leads, sales, mails, etc.
e. Fee per transaction: Fee per each transaction including all applicable taxes as defined in IO
f. Advertising material: any material used to promote a brand, products or services such as ads, ad banners, badges, buttons, text links etc.
g. Insertion order: specification of Services the Advertiser requests by defining campaign elements including websites, countries, rates, caps, restrictions, billing model, bank details, etc., that can be delivered and modified via email or Skype and that will be effective 48 hours upon delivering. In order to be effective, IO needs to be approved by Affie. Affie has sole discretion not to accept any IO it finds not to be complied with this T&C or which in Affie`s sole discretion is not suitable and/or appropriate for publication.
h. Offer: offer for providing Services made by Affie for the Advertiser with campaign details specified in Advertiser`s IO. Affie is entitled to change the elements of the Offer at any time.
i. Billing period: 14 days interval, or any other interval set in IO
j. Billing models: a) CPA (cost per action) a type of billing involving a fee for all leads or conversions delivered by a Publisher through Affie.com to the Advertiser’s content b) CPC (cost per click) a type of billing involving a fee for click-throughs to a landing page or a website of Advertiser’s choice; c) CPS (cost per sale) a type of billing involving a fee for all sales achieved through Publisher’s efforts; d) CPV (cost per view) a type of billing involving a fee for all user views or visits to a website; e) PPC (pay per call) a fee for traffic that goes through to an offer via telephone call or any digital chat action; f) CPM (cost per mili) means a fee for every 1.000 impressions generated from a traffic source as identified in IO. g) RevShare means a type of billing program where there is an allocation of profits from a Campaign between parties in percentage determined in IO or Offer.
k. Billing number: total number of transactions during the Billing period
l. Publisher: an individual or a company providing Services on Affie.com
m. Traffic: online data sent, transmitted or received by users or visitors to a landing page or website whether derived from computers, mobile devices or any other physical or electronic device or application.
n. Campaign: Services being provided to the Advertiser through Affie.com by a Publisher
o. Payment terms: Net 7 (due day is 7 days upon receiving the invoice or any other interval set in IO)
p. CAP: a limit placed on Services by the Advertiser with 48 hours prior notice by stipulating maximum sales, clicks, calls etc, made in a certain period of time
q. Third parties: any individual or entity that might be affected by this Agreement or performed Services
r. TBA = to be announced: Sole discretion of the Advertiser to set elements of the Campaign where stipulated.
s. Minimum invoice value: 500 USD
3.1 All Services as specified in Insertion order shall be performed by independent Publishers registered on Affie.com. Affie implements policies and procedures in order to make best efforts to accept only Publishers who will perform ordered Services in accordance with all applicable laws, regulations and accepted bona fidae practice and guidelines as amended from time to time, without misleading Third parties. Publisher shall not violate any right of Third parties such as but not limited to privacy and intellectual property. Services shall not include content that is false, deceptive, misleading, untruthful and unsubstantiated. The Publisher shall be solely responsible for all consequences arising out of non-compliance with these responsibilities. Advertiser waives any claim toward Affie for all and any damage that Advertiser or Third parties suffer due to Publisher`s non-compliance with these responsibilities.
3.2. The Advertiser is solely responsible for all Advertising material regardless if such materials have been developed by the Advertiser or by the Publisher upon Advertiser`s request. Affie may, in its discretion, reject any Ads and Ad Content that are not in accordance with its policies or specifications, which are offensive or violate any regulation. The Advertiser, Ads or Ad Content shall not violate any rights of third parties, such as but not limited to privacy and intellectual property. Ads or Ad Content shall not include content that is false, deceptive, misleading, untruthful and unsubstantiated or otherwise fail to comply with applicable laws, regulations, accepted bona fidae practice and guidelines as amended from time to time. The Advertiser shall be solely responsible for all consequences arising out of non-compliance with these responsibilities and the Advertiser undertakes to indemnify and hold harmless Affie from any claim arising from non-compliance with these responsibilities.
3.3 The Advertiser may order e-mail advertising campaigns only to addressees or recipients who have previously accepted to receive such emails at the e-mail address to which the email was sent upon Affie’s request. The Advertiser shall provide Affie with evidence of such acceptance within 24 hours upon request. The Advertiser is solely responsible for all complaints, claims, or losses related to email campaigns and the Advertiser shall respond to all such complaints within 48 hours of notification from any recipient or other party on recipient’s behalf. The Advertiser will ensure that each email message includes clear and conspicuous notice of the recipient’s right to opt¬out of receiving future commercial messages from the Advertiser. The Advertiser agrees to deliver suppression list for each email campaign to Affie upon request.
3.4 Affie takes a zero-tolerance stance against sending of unsolicited messages, commonly known as spam. Any Advertiser that sends out spam will have their connection to Affie.com permanently terminated. All messages that originate from the Advertiser shall comply with all applicable local laws as well as with other traffic regulations.
3.5 Affie does not guarantee the quantity, quality, placement, positioning or the timing of delivery of any Services, but hereby undertakes to perform all reasonable efforts to supply the Services in the agreed manner.
3.6 Upon accepting Advertiser`s IO, Affie shall publish an Offer based on that IO on affie.com. All registered Publishers can advertise Advertising material according to details specified in that particular Offer.
3.7 The Advertiser is entitled to put a Cap on Services. Any transaction made after reaching the CAP cannot be invoiced and shall not be paid.
4.1 Affie shall use best efforts to resolve any technical problems that might occur in connection to Affie.com, but is not liable for any damages suffered by the Advertiser, Publisher or third parties, that occur as a consequence or in relation to such problems.
4.2 Affie does not warrant that the Advertiser, Publisher or third party will be able to access affie.com at any particular time, but Affie shall use best efforts to enable such access.
5.1 The Advertiser shall place Affie`s tracking pixel or other tracking technologies for the purpose of monitoring performance of any campaign and calculating billing numbers. The Advertiser is also obligated to inform Affie about all transactions that occur in the last billing period within 24 hours after the billing period has ended. All invoicing shall be made based on Affie`s tracking and information received from the Advertiser at the end of billing period. The Advertiser is entitled to dispute invoice within 48 hours upon receiving it if they can prove without a doubt that Billing number from Affie is not correct, and by delivering such evidence to Affie. In additional 24 hours, Аffie will issue amended invoice or inform the Advertiser that his request for amending the invoice has not been accepted. In addition, fraudulent transactions may be disputed within 10 days from the payment of invoice and charged back if a complete fraud report including click id and evidence of fraud are provided.
5.2 The Advertiser shall pay the invoice to Affie within 7 days or any other interval set in IO from receiving the invoice. For overdue payments, Advertiser shall pay interest at the rate of 1,5 % per month or highest rate permissible under applicable law.
5.3 Invoicing shall be made if minimum invoice value is reached by multiplying fee per transaction by billing number for the billing period, including all applicable taxes. Affie shall not issue invoice until the minimum invoice value is reached.
5.4. Affie may ask for an advance payment for Services as a condition to accept IO and has sole discretion to suspend provision of the Services until previous invoice has been paid.
5.5 All amounts to be paid by the Advertiser to Affie for provision of services are exclusive of all taxes that are to be calculated in accordance with the applicable law. If in accordance with the applicable law the Advertiser is required to calculate and withhold and pay for Affie any income tax or other tax, then Advertiser shall additionally pay to Affie the additional amount so that the total amount paid to Affie is equal to the amount due under the agreement and as if there were no withholding tax paid to the relevant authority. In addition, the Advertiser shall bear banking costs of its payments.
6.1 The Advertiser warrants that they have legal capacity and authority to enter into this Agreement and that they are entitled to use and permit Affie and/or Publishers to use, reproduce, transmit and display the Advertising material, as well as that such advertising material is in accordance with all rules and limitations as set in the T&C.
6.2 The Advertiser agrees not to in any way alter, modify, eliminate or in any other manner make ineffective tracking technologies as placed in accordance with article 5.1.
7.1 Either party may terminate this Agreement or Insertion Order for any reason by providing the other party with 48 hours prior written notice.
7.2 Affie may terminate this Agreement and IO without giving prior notice if there is an indication of Advertiser`s breach of any of the clauses of this Agreement.
7.3 Upon termination, Affie will deny the Advertiser access to affie.com and terminate all campaigns that might be in progress, without any further obligation or liability towards the Advertiser, Publisher or third parties.
8. CONFIDENTIALITY CLAUSE
8.1 The parties are aware that during the implementation of this Agreement, they will obtain knowledge and information that may constitute a trade secret or other confidential information of the other Contracting Party (hereinafter: Confidential Information), so they agree that such Confidential Information is subject to a special regime and that the Parties have specific obligations, as described in this article.
8.2 Confidential Information includes but is not limited to: financial, economic, business, scientific, technical, technological, production data, formulas, processes, designs, photographs, videos, plans, studies, tests, research results, including formulas, drawings, plans, projects, prototypes, examples, elements, and components of Affie products and services, performance reports, client lists, price data, studies, findings, inventions, ideas, plans, schemes, sketches, specifications, parts lists, databases, software in any form, diagrams, algorithms, data on processes and procedures, about employees, associates, as well as other data that are declared by the Affie's act as a trade secret as well as other business and technical data.
8.3 The Parties shall treat all Confidential Information that they receive in the course of and in connection with the implementation / realization / performance of the Agreement as protected and confidential. Confidential Information that one Party discloses to another is owned by the Party which provided this Confidential Information.
8.4 Confidential Information that one Party (hereinafter referred to as "Data Provider") discloses to another (hereinafter referred to as "the Data Recipient") shall remain confidential and shall be used only for the purpose for which it is intended and for the purposes of the implementation of this Agreement. In this case, the Data Recipient is obliged to use confidential data with the same care as his Confidential Information (but not with less attention that good businessman has), and the disclosure of such data to the employees of the Data Recipient is limited to those who "need to know them". Such data shall not be used for any other purpose without the prior approval of the Data Provider unless:
1) these data are public at the time of disclosure or become public, but not due to the Data Recipient's error, or 2) these data were known to the Data Recipient prior to disclosure, which can be confirmed based on the written record of the Data Recipient, or 3) these data are legally obtained from a third party and are not subject to confidentiality provisions, or 4) The Data Recipient independently developed (by staff who did not have access to these Data), which can be confirmed based on the written record of the Data Recipient, or 5) it is necessary that such Data be disclosed on the basis of the law, including the relevant requests of state authorities, the court order or the order of the competent authority, provided that the Data Recipient of such request immediately informs the Data Provider. In this case, the Data Recipient is obliged to immediately notify the Data Provider of such request as well as to assist him in taking part in any proceedings in order to prevent the disclosure of such data.
8.5 Unless otherwise provided by the Agreement, no Party shall disclose the content of the Agreement, including documents which are an integral part thereof or its amendments, to any third party without the prior written consent of the other Party.
8.6 The provisions of this Article shall remain in force even after the termination of the Agreement.
9.1 All communication between parties shall be done via Skype or email addresses stipulated in IO.
9.2 Delivery will be deemed executed if the email is not returned to the sender's address as not delivered.
10.1 Affie is entitled to include Advertiser`s name in any advertisement, publication or promotional material, without the need to ask for further permissions or pay any fees.
10.2 In the event of any dispute between parties arising from or in connection to the Agreement, should a mutual agreement fail to be reached, parties agree to be subjected to exclusive jurisdiction of the Commercial court in Hong Kong, and laws of Hong Kong as governing. If any litigation, arbitration, mediation, debt collection is needed, the Advertiser shall bear all the costs of such proceedings including attorney`s expenses.
10.3 If a court or any other competent body determines that any provision of the T&C was or became null and void, ineffective or unenforceable, the same shall be isolated from the T&C, which shall remain in effect in its remaining part, having legal effects for all parties and/or any third party. If one or more provisions of the T&C become invalid, Affie undertakes to replace immediately the null and void, ineffective or unenforceable provisions with another, with a view to legally accomplish the same or similar purpose and/or intention of the null and void, ineffective or unenforceable provision, having in mind expressed intention and interests.
10.4 No term or condition of this agreement shall be deemed waived and no breach excused unless such waiver or consent excusing the breach is in writing and signed by both parties.
10.5 Any translation of these terms into another language shall be deemed as reference and the English version shall prevail in any case.