June 3th, 2019
Terms and Conditions. Public offer.
This international public offer for Affiliate Network and the specific guidelines for each advertiser campaign terms (hereinafter collectively form single agreement referred to as the "Agreement") together with any amendments, is made and entered into by and between ADVDigital Union EOOD (hereinafter referred to as “HypeOffers Affiliate Network”), and the applying party submitting the application for getting affiliate status (hereinafter referred to as "Affiliate"), collectively referred to as the “Parties”.
Each Affiliate Network offer (hereinafter referred to as the "Offer" ) may be for any offering by Advertiser or a third party and may link to a specific web site for that particular Offer.
From time to time, the HypeOffers may amend, replace or supplement in the Agreement, including but not limited to changing Advertiser`s payouts, by posting an updated Agreement on the HypeOffers website, and it shall be deemed effective immediately unless otherwise noted, and Affiliate will be deemed to have consented to, and agreed to be bound by, the updated Agreement. It is the responsibility of the Affiliate to read and keep up to date with the Agreement with or without notice of change from the HypeOffers.
By submitting an application or participating in an Offer, potential Affiliate expressly consent to all the terms and conditions of the Agreement. Each Offer may have additional terms and conditions on pages within the Affiliate Network and are incorporated as part of the Agreement. By enrolling as an Affiliate, the Advertiser, its agents, representatives, employees and any other person acting on its behalf with respect of the use of the service, shall be bound by and agrees to be bound by the Agreement.
The Parties to the Agreement are independent non-exclusive contractors. Neither Party will have any right, or authority to enter into any agreement on behalf of, or incur any obligation or liability of, or to otherwise bind the other Party, nor is either party an agent, representative, partner, employee, or joint venture of the other Party.
THEREFORE, the Parties agree to be legally bound as follows:
"Action" means a User's completion of an action (such as a click, sale, lead, or call) defined by the HypeOffers.
"Advertisement" means the online ads in the form of graphics and/or text supplied to Advertiser for inclusion in the HypeOffers Affiliate Network and to be made available for Affiliate use.
“Advertiser” - means the advertiser, merchant or advertising agency providing promotional
"Action" means a User's completion of an action (such as a click, sale, lead, or call) defined by the HypeOffers.
"Advertisement" means the online ads in the form of graphics and/or text supplied to Advertiser for inclusion in the HypeOffers Affiliate Network and to be made available for Affiliate use.
“Advertiser” - means the advertiser, merchant or advertising agency providing promotional offers / advertisement in the form of graphics and/or text supplied, and/or video to Advertiser and available for use by the Affiliate.
“Affiliate Link” means a unique code assigned directly to the Affiliate, and used by the Affiliate to promote Advertisement included in the HypeOffers Affiliate Network.
“Affiliate Network” means a type of performance-based marketing in which Advertiser rewards one or more affiliates for each customer brought by the Affiliate's own marketing efforts.
"Personal Data" means any data from which a living individual can be identified, either from that data alone or where the data is matched with other data. Personal data can include information about individuals’ names, dates of birth, addresses, email addresses and bank account details. It can also include a randomly generated unique identifier or for example an IP address associated with IT equipment used by a sole user.
“Privacy and Data Protection Legislation” means the Data Protection Directive (95/46/EC), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) (as amended), the European Convention on Human Rights, as from 25 May 2018 the General Data Protection Regulation (EU 2016/679) and all applicable laws and regulations relating to the processing of the personal data and privacy, including where applicable the guidance and codes of practice. References to legislation include any amendments made to those laws from time to time.
"HypeOffers" means the online ads network operated by Advertiser, which is made up of Affiliates.
“Management Panel” means the part of the service to which Affiliate gain individual access when Affiliate register successfully for the HypeOffers. The Affiliate's Management Panel contains information on commissions, statistics. It also makes it possible to create advertising campaigns, pursue inquiries directed to the Advertiser and participate in the forum.
“Opt-In Mechanism” means User consents to being tracked;
“Opt-Out Mechanism” means to several methods by which Users can avoid receiving unsolicited product or service information. Best Practices in Spam compliance:
- Include a functional Opt-out mechanism in every email.
- Don’t get crafty with small fonts and subtle colors.
- Route Opt-out clicks to a confirmation page or a user “preference center.”
- Do not send an Opt-out confirmation email, and definitely do not solicit re-subscribes in such an email.
- Remove unsubscribes from email lists within 10 business days or fewer.
- Use an automated email compliance software solution to manage/monitor opt-outs and share secure suppression lists with any mailers-including in-house teams and affiliates.
"Spam" means unsolicited bulk email where Users have not agreed in advance to receive Advertisement.
"User" means any person using the Internet.
2.Enrollment in the Affiliate Network
2.1. In order to join HypeOffers Affiliate Network potential Affiliate is required to fill in the registration form and submit an Affiliate Network application from www.HypeOffers.com website. Potential Affiliate should accurately complete the application form to become an Affiliate (and provide HypeOffers with future updates) and not use any aliases or other means to mask the true identity or contact information. After reviewing this application, HypeOffers will notify you generally within 2 (two) business days of the acceptance or rejection to the Affiliate Network. Administrator of HypeOffers accepts or rejects the application on the basis of the data entered into the registration form. HypeOffers may accept or reject the application at sole discretion for any reason. Potential Affiliate should submit valid and correct contact information, including but not limited to name, e-mail address, street address, and telephone number. Affiliate must ensure this information remains up-to-date at all times within the HypeOffers Network. Affiliate must accurately, clearly and completely describe all promotional methods in their descriptions and provide additional information when necessary.
2.2. HypeOffers provides each newly-registered Affiliate with the Management Panel, which contains information about: Offers, commissions, statistics. The Management Panel enables the Affiliate to create campaigns.
2.3. Joining the HypeOffers Affiliate Network gives a chance to generate unique Affiliate Links, on the basis of which the Action is settled. The Affiliate must generate a different Affiliate Link to promote each Offer. HypeOffers provides the possibility to create advertising campaigns, and thus generate extended unique Affiliate Links.
2.4. During a registration process, an potential Affiliate can choose a convenient method of fee payment. The following methods are available:
3.Compliance with the Agreement
3.1. Any Affiliate engaged in the distribution of Advertisement via email must comply with all of the following rules:
3.1.1. Affiliate must distribute Advertisement only to those recipients who have Opted-In Mechanism to receive such email from the Affiliate.
3.1.2. If requested by HypeOffers, Affiliate must be able within 24 hours of such request, to supply the name, date, time, IP address and URL where the User gave permission to the Affiliate to receive such Advertisement through e-mail.
3.1.3. Affiliate must ensure each email recipient is provided with a valid Opt-Out Mechanism within each email delivered in order for the recipients to opt-out of future mailings from Affiliate.
3.1.4. Affiliate must use only pre-approved Advertiser subject lines and from lines as set out in Advertisement.
3.1.5. Affiliate must use only legitimate routing information.
3.1.6. Affiliate must use their own tracking links that redirect to the tracking links supplied by HypeOffers.
3.1.8. Affiliate must ensure each email contains Advertiser's unsubscribe mechanism as set out in Advertisement.
3.1.9. Affiliate must ensure each online banner ad clearly contains the Affiliate's name and telephone number. The form also contains physical address, which cannot be a PO BOX.
3.1.10. Affiliate must comply with all campaign instructions from HypeOffers and Advertiser as set out in Advertisement.
3.1.11. Affiliate agrees to refrain from disclosing HypeOffers confidential information or the Advertiser's confidential information (including but not limited to commission rates, conversion rates, email addresses, fees, identities of Advertisers) to any third-party without prior written permission from HypeOffers. Except as otherwise provided in this Agreement or with the consent of HypeOffers Network, Affiliate agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Affiliate for any purpose other than your participation in the Affiliate Network, except and solely to the extent that any such information is generally known or available to the public through a source other than Affiliate. Affiliate shall not use any information obtained from the Affiliate Network to develop, enhance or operate a service that competes with the Affiliate Network, or assist another party to do the same.
3.1.12. During the term of this Agreement, HypeOffers engages Affiliate as a nonexclusive Affiliate and Affiliate agrees to be engaged as such.
3.1.13. Affiliate agrees to promote sites and services of Advertiser in compliance with the applicable laws and these terms and conditions.
4.Prohibited content, links, and activities
4.1. Failure to adhere to the following rules is a violation of the Agreement and will result in immediate termination of the Affiliate from the HypeOffers Network with forfeiture of all monies due to Affiliate.
4.1.1. Affiliate`s websites must not be associated with or contain any illegal activity, or pornographic, obscene, racist, or hateful content, or deceptive advertising, piracy, libelous or defamatory statements.
4.1.2. Affiliate`s websites, graphics, video and text must not contain any mechanisms that could be downloaded on to a User's computer without the User's explicit knowledge and consent.
4.1.3. Affilate is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the links or the generation of commissions or exceed Affiliate`s permitted access to the Affiliate Network. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. HypeOffers shall make all determinations about fraudulent activity in its sole discretion.
4.1.4. Affilate must strictly comply with the anti-spam legislations. Affiliate must not send email to any email address or domain contained in an Advertiser's suppression list as set out in Agreement. All emails sent in connection with the Affiliate Network must include the appropriate party's Opt-Out Mechanism. From time to time, HypeOffers may request - prior to your sending emails containing linking or referencing the Affiliate Network that you submit the final version of email to HypeOffers for approval by sending it to your HypeOffers representative and upon receiving written approval from HypeOffers of Affiliate`s email the email may be transmitted to third parties.
4.1.5. It is solely Affiliate `s obligation to ensure that the email complies with the law. Affiliate agrees not to rely upon HypeOffers approval of your email for compliance with the law, or assert any claim that Affiliate is in compliance with the law based upon HypeOffers approval.
4.1.6. In its sole discretion, if at any time HypeOffers deems the Affiliate's website or advertising activities are contrary to the terms set out in the Agreement, the Affiliate shall be terminated from the HypeOffers Network and shall forfeit any and all commissions and earnings.
4.1.7. Affiliate must not load Advertiser's website within a frameset or iframe unless prior written approval is obtained from HypeOffers.
4.1.8. Affiliate must not modify the Advertiser supplied by HypeOffers in any way unless prior written approval is obtained from HypeOffers.
4.1.9. Affiliate must indicate whether he uses incentive traffic, and only offer incentives to Users to respond to Advertisement with permission from HypeOffers and the Advertiser as indicated on the Agreement or in writing form. HypeOffers reserves the right to define the term incentive.
4.1.10. Affiliate must not make misleading or disparaging statements, oral or written, about any Advertiser or HypeOffers.
4.1.11. Affiliate must not display any Advertisement in third party newsgroups, social networks, message boards, blogs, link farms, counters, chatrooms or guestbooks without the consent of such third party entity.
4.1.12. Affiliates must not use SMS/text messages to deliver Advertisement to Users.
4.1.13. Affiliate must not generate any Actions in bad faith or through fraudulent mechanisms. This includes, but is not limited to, generating own Actions using manual or automated processes, misrepresenting Offer or service offered by Advertisers, deceiving Users into obtaining Offer or service offered by Advertisers, and encouraging or educating User to cancel any Offer purchase or service provided by Advertisers.
4.1.14. Affiliate must not share, lend, lease, sell or transfer their account to any third party unless prior written approval is obtained from HypeOffers.
4.1.15. Affiliate must not use the Advertiser or HypeOffers name (including any abbreviation thereof) in the originating email address line ("From" line) or subject line of any email transmission, unless specific permission is given otherwise.
4.1.16. Affiliate must not use falsified sender information or falsified IP Addresses.
4.1.17. Affiliate shall not solicit or recruit, directly or indirectly, any Advertiser that is known to Affiliate to be an Advertiser of HypeOffers, for purposes of offering Offer or services that are competitive with HypeOffers, nor contact such Advertisers for any purpose, during the term of Affiliate's membership in the HypeOffers Network and for the 24 month period following termination of Affiliate's membership in the HypeOffers Network.
5.1. Affiliate must agree to receive periodic communications from HypeOffers. This communication could be in the form of e-mail, instant message (from some messenger), postal mail or telephone.
5.2. Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such Party; provided, that the Party whose performance is affected by any such event gives the other Party written notice thereof within one business day by email of such event or occurrence.
6.Advertising Services and Warranties
6.1. Provided that Affiliate complies with all provisions of this Agreement and Advertisement, HypeOffers hereby grants to Affiliate a non-exclusive, limited, revocable license to market, display, perform, copy, transmit, and promote the Advertisement in connection with its obligations hereunder; and market display, perform, copy, transmit, and promote the Advertisement to third parties in connection with its obligations hereunder. Affiliate's use of Advertisement or copyrighted materials in violation of this Agreement is strictly forbidden and will result in this limited license being immediately withdrawn and may further result in the termination of the Affiliate's account and being held liable under applicable law.
6.2. HypeOffers sole obligation to the Affiliate under this Agreement with respect to Advertisement shall be to provide such Advertisement for use in their advertising efforts. The advertising services provided by HypeOffers are provided "as is". HypeOffers makes no warranties, Action guaranties, promises, or estimates, expressed or implied, oral, written or otherwise except as specifically set forth herein, and does not guarantee, including but not limited to, demographic profiling of Users, click to Action conversion rates, response rates or conversion rates from Action to sale.
6.3. HypeOffers cannot guarantee or warrant the performance of the Agreement under all circumstances. HypeOffers cannot guarantee the success of the Advertisement.
6.4. HypeOffers will 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 the Service or for any damage caused by viruses or components of the Service, to the software and/or the Affiliate’s website. HypeOffers shall not be liable for any error in the implementation of the links on the Affiliates website or for the specified function of the links.
6.5. Affiliate is solely responsible for any legal liability arising out of or relating to the Affiliate's website(s), any material to which Users can link through the Affiliate's website(s) and/or any consumer and/or governmental/regulatory complaint arising out of any e-mail campaign or other advertising campaign conducted by Affiliate, including but not limited to any Spam or fraud complaint and/or any complaint relating to failure to have proper permission to conduct such campaign to the consumer.
6.6. Affiliate hereto agrees to indemnify and hold harmless HypeOffers, Advertiser, and each if 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 act of its customers or Users. Affiliate is solely responsible for any legal liability arising out of or relating to the Affiliate's website(s), graphics, video and text any material to which Users can link through the Affiliate's website(s), graphics, video and text and/or any consumer and/or governmental/regulatory complaint arising out of any e-mail campaign or other advertising campaign conducted by Affiliate, including but not limited to any Spam or fraud complaint and/or any complaint relating to failure to have proper permission to conduct such campaign to the consumer.
6.7. To the fullest extent permitted by applicable law, in no event will HypeOffers and its Affiliates, employees and partners be liable for any damages whatsoever, whether direct, indirect, compensatory, consequential and or incidental, arising out of, or relating to, the conduct of Affiliate or anyone else in connection with the use of the service, including without limitation loss of business, lost profits, trade secrets misappropriation, intellectual property infringement. Except as expressly stated herein, nothing in this Agreement is intended to grant the Affiliate any rights to any of HypeOffers Network's trademarks, service marks, copyrights, patents or trade secrets. The Affiliate agrees that HypeOffers may use any suggestion, comment or recommendation Affiliate chooses to provide to HypeOffers without compensation. All rights not expressly granted in this Agreement are reserved by HypeOffers.
6.8. Each Party represents and warrants they have full corporate right, power, and authority to enter into this Agreement, to grant the rights and licenses granted and to perform the acts required of it.
6.9. Each Party acknowledges that the other Party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in this Agreement.
6.10. HypeOffers will not in any event be liable to Affiliate for more than the amount paid to Affiliate hereunder. No action, suit or proceeding will be brought against HypeOffers more than one month after the date of invoice as refer in point 7.1.
6.11. Maintaining and updating websites belonging to the Affiliate can only be done by the Affiliate, who is fully responsible for the issue.
6.12. The Affiliate must confirm its tax residency to HypeOffers and the Affiliate acknowledges that HypeOffers is entitled to rely upon this information for tax and all other purposes.
7.Commission Earnings and Payments
7.1. The amount of the commission payment in each individual case, and the type of business transactions entitling to the payment of Commissions, shall depend on the respective Advertiser's partner program. The cost of one Lead in the Lead Technology system is indicative. The total price for the Lead will be determined by the Advertiser at the time of execution of the Order for the goods/product of the Advertiser. The Advertiser may modify the conditions of the partner program or terminate the entire program with effect for the future. The Affiliate shall not demand a program being operated at all or at certain conditions. The conditions of the partner program can be viewed in the HypeOffers Interface. Applying to participate in the program, the Affiliate acknowledge that the Affiliate agrees with the applicable rates.
7.2. Except for the established commission due, the Affiliate is not entitled to compensation of any costs related to the use of third party services or software that is not provided by the HypeOffers Network even if these costs are related to its advertising activity within the HypeOffers Network.
7.3. The entitlement to payment of the Commissions is constituted by the following premises:
- A business transaction between a customer and an Advertiser has been effected via the Advertising;
- The business transaction has been tracked by HypeOffers;
- The transaction has been approved by the Advertiser and has been confirmed by HypeOffers and;
- There has been no misuse within these Terms and Conditions.
HypeOffers only provides commission based on requests that were duly submitted by the established payment deadline.
7.4. HypeOffers maintains an internal settlement account for any Affiliate where it records all commission operations. The minimum amount of commission provided is 50 eur. When this minimum amount has accumulated on the account, Affiliate may apply to receive the payment on its Management panel and HypeOffers will transfer the amount to the account predefined by Affiliate. If the Affiliate does not apply for payment, the commission accumulates on its account and may be withdrawn on any other payment date.
7.5. HypeOffers shall send Affiliate's commission payment each 7 (seven) calendar days. Commissions will only be earned on Actions reported by the Advertiser, and only after HypeOffers receives full payment from the Advertiser. HypeOffers is under no obligation to pay Affiliates for Actions which are not paid by the Advertiser.
7.6. Regardless of the payment date, no interest is awarded on the amount of commission on the Affiliate's account in the HypeOffers Network.
7.7. The Parties agree to enter into Self-billing arrangement between HypeOffers and Affiliate for the duration of the term of this Agreement.
7.8. HypeOffers agrees to:
- issue self-billed invoices for all supplies made to them by the Affiliate for the duration of the term of this Agreement;
- complete self-billed invoices showing the Affiliate’s name, address and, where relevant, intra-EU VAT registration number, together with all the other details which constitute a full VAT invoice; and
- inform the Affiliate if the issue of self-billed invoices will be outsourced to a third party.
7.9. The Affiliate agrees:
- to accept invoices raised by HypeOffers on their behalf for the duration of the term of this Agreement;
- that HypeOffers may rely on the information provided by Affiliate in this regard and indemnifies HypeOffers against all losses and costs which arise directly or indirectly from the Affiliate providing inaccurate information;
- not to raise sales invoices for the transactions covered by this agreement;
to notify HypeOffers immediately if they:
- change their VAT registration number;
- cease to be VAT registered; or
- sell their business or part of their business.
7.10. For EU VAT purposes, if Affiliate does not provide HypeOffers with a valid EU VAT number, Affiliate would be treated as a non EU VAT registered person. In any event the Parties agree that HypeOffers shall not be obliged to withhold any sums in respect of VAT.
7.11. In the event that, in accordance with the information provided by the Affiliate to HypeOffers, no VAT is imposed on the self-billed invoices, then the Affiliate agrees to be solely responsible for any VAT which is eventually assessed as being due on the invoices and the Affiliate authorises HypeOffers to amend any self-billed invoices accordingly.
7.12. In the event of non-payment by an Advertiser, and If HypeOffers elects in its own discretion not to make payment to Affiliate, an Affiliate's recourse for any earned commissions not paid shall be to make a claim against the relevant Advertiser(s), and HypeOffers disclaims any and all liability for such payment.
7.13. HypeOffers or the Advertiser may reverse any Action generated by the Affiliate. Circumstances for Action reversals include but are not limited to duplicate Actions, fraudulently generated Actions, non-payment, Affiliate's failure to comply with the Agreement, invalid or incomplete data, or Offer returns. Reversals may be applied at any time, including for Actions during a period where payment has already been issued to the Affiliate.
7.14. HypeOffers reserves the right to withhold payment and take appropriate legal action to cover its damages against any Affiliate that violates the terms of this Agreement or breaches the representations and warranties set forth in this Agreement, or commits fraudulent activity against HypeOffers.
8.1. The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the England and Wales, without reference to conflict of laws principles.
9.Compliance with data protection legislation
9.1. The Parties acknowledge that HypeOffers is a data processor where processing personal data under the terms of the Agreement. Each Party must ensure compliance with the Privacy and Data Protection Legislation at all times during the term of the Agreement.
9.2. The Data Processor agrees to process the Personal Data only for the purposes outlined in the Agreement and strictly for no other purpose without the written authority. The data processor will NOT disclose or share the Personal Data processed under the Agreement, with any third party without the written authority. The data processor is prohibited from publishing, copying, transferring or duplicating any information without the written authority. The Parties agree that the Personal Data processed under the Agreement must not be irrelevant or excessive with regard to the agreed purposes set out in the Agreement.
9.3. The Affiliate agrees to ensure that the its Personal Data processed on the system of HypeOffers is accurate and kept up to date.
9.4. Data subjects have the rights in relation to their personal data under the Privacy Legislation. Those rights include ;
- The right to be informed
- The right of access
- The right to rectification
- The right to erasure
- The right to restrict processing
- The right to data portability
- The right to object
- Rights in relation to automated decision making and profiling
9.5. To facilitate the above rights, the HypeOffers agrees to store all electronic records the Personal Data processed under the Agreement in a structured, commonly used and machine readable form. In addition to the record keeping obligations, the HypeOffers agrees to maintain records of all Personal Data processed under the Agreement and its processing activities.
9.6. The HypeOffers shall not retain or process Personal Data for longer than is necessary to carry out the agreed in the Agreement purposes or for longer than any period set by the HypeOffers. For the avoidance of doubt, the HypeOffers reserves the right to determine the periods for which the HypeOffers may retain the Personal Data processed under this Agreement.
10.1. This Agreement may be terminated by either Party.
10.2. The Agreement shall commence on the date of the approval of your Affiliate Network application and shall continue thereafter until terminated as provided herein.
10.3. Affiliate may terminate the participation in the Affiliate Network at any time by removing all Affiliate Links, deleting all copies of the Affiliate Links. HypeOffers may terminate Affiliate`s participation in one or more Offers or this Agreement at any time and for any reason which HypeOffers deems appropriate without prior notice to Affiliate by disabling the Links or providing you with a written notice. Upon termination of Affiliate`s participation in one or more Offers or this Agreement for any reason, Affiliate will immediately cease all use of and delete all Links, plus all HypeOffers Network or Advertiser intellectual property, and will cease representing yourself as a HypeOffers Network or Advertiser affiliate for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
10.4. This Agreement may be terminated immediately without notice for Affiliate`s breach of this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and binding upon Affiliate's submission and HypeOffers acceptance of Affiliate's properly completed Affiliate Network application without need for further action by HypeOffers.