This Master Publisher Agreement (the "Agreement") is made and entered into by and between AdSwapper Media ("AdSwapper Media" or "we"), and the party applying to become an AdSwapper Media partner ("Partner"). The terms and conditions contained in this Agreement apply to Partner's participation with AdSwapper Media ("Partner Program"). In connection with the Partner Program, Partner may see offers (each, an "Offer") by AdSwapper Media or a third party (each such third party a "Client") that may link to a specific web site for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms that are incorporated as part of this Agreement. By applying or participating in an Offer, Partner expressly consents to all the terms and conditions of this Agreement and the individual accepting this Agreement represents that he or she has the authority to bind the Partner to the terms of this Agreement.
Partner must submit a Partner Program application from AdSwapper Media's website. Partner must provide accurate and complete information in Partner's application. After AdSwapper Media reviews Partner's application, AdSwapper Media will notify Partner of Partner's acceptance or rejection to the Partner Program. AdSwapper Media may accept or reject Partner's application at AdSwapper Media's sole discretion for any reason.
Subject to AdSwapper Media's acceptance of Partner and Partner's continued compliance with the terms and conditions of this Agreement, AdSwapper Media agrees as follows:
Partner also agrees that:
Email Campaigns. Partner must download the Suppression List from the Offers section of AdSwapper Media and filter its email list accordingly. AdSwapper Media will provide an opt-out method in all Links. Failure to use the Suppression List may result in Commission withholdings, suspension, or legal action.
Advertising Campaigns. No Links can appear on chat rooms or message boards unless agreed in writing. Any pop-ups/unders must be clearly identified as being served by Partner.
Partner Network Campaigns. Partners maintaining their own partner networks must ensure all Third Party Partners accept this Agreement, are in good standing, and do not host Objectionable Content. Partner remains liable for all acts or omissions of any Third Party Partner.
Each party agrees to hold all Confidential Information in trust and confidence and not use it for any purpose other than as expressly set forth in this Agreement. Confidential Information excludes information that is publicly available through no wrongful act, independently developed, or disclosed by a third party legally in possession of such information. Monetary damages for breach may not be adequate; the disclosing party is entitled to injunctive relief without requirement to post bond.
Partner may not alter, modify, manipulate or create derivative works of any Links or AdSwapper Media materials. AdSwapper Media may revoke Partner's license at any time by written notice. All rights not expressly granted in this Agreement are reserved by AdSwapper Media.
This Agreement commences on AdSwapper Media's approval of Partner's application and continues until terminated. Partner may terminate at any time by removing all Links. AdSwapper Media may terminate at any time with or without notice. Upon termination, Partner will immediately cease all use of Links and AdSwapper Media intellectual property.
AdSwapper Media reserves the right to delete actions, withhold and freeze unpaid Commissions, or charge back paid Commissions if Partner has violated this Agreement, AdSwapper Media receives complaints reasonably believed to indicate a violation, or any Qualified Action is later found not to meet requirements. In the event of a material breach, AdSwapper Media may disclose Partner's identity to appropriate authorities.
Partner must strictly comply with the federal CAN-SPAM Act of 2003. All emails sent in connection with the Partner Program must include the appropriate opt-out link. It is solely Partner's obligation to ensure email compliance with the Act.
Partner is expressly prohibited from using any means to commit fraud, violate applicable law, interfere with other partners, or falsify information in connection with the Partner Program. Prohibited acts include automated click inflation, spyware, stealware, cookie-stuffing, and other deceptive acts. AdSwapper Media shall make all determinations about fraudulent activity in its sole discretion.
Partner represents and warrants that it has the power and authority to enter into this Agreement; that the Media will comply with all applicable laws including CAN-SPAM, TCPA, FTC Act, and all applicable state laws; that it owns all rights in the Media; that no Media is targeted to end-users under the age of eighteen (18); and that Partner is not a Specially Designated National or prohibited from engaging in transactions with U.S. citizens under applicable law.
AdSwapper Media may modify any terms of this Agreement by providing Partner with email notification. Changes become effective ten (10) business days after notice. Partner's continued participation after that period constitutes acceptance of the changes.
Partner shall irrevocably defend, indemnify and hold AdSwapper Media and its Clients and their respective employees, officers, directors and agents harmless from any liability, loss, damage or expense arising out of Partner's breach of this Agreement, the Media, or any claim that AdSwapper Media is obligated to pay taxes in connection with Partner's participation.
THE PARTNER PROGRAM AND LINKS ARE PROVIDED "AS IS". ADSWAPPER MEDIA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ADSWAPPER MEDIA DOES NOT GUARANTEE THAT PARTNER WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
IN NO EVENT SHALL ADSWAPPER MEDIA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS OPPORTUNITY. ADSWAPPER MEDIA'S CUMULATIVE LIABILITY WILL BE LIMITED TO AMOUNTS PAID TO PARTNER IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
Neither party will be liable for delay or failure to perform due to causes beyond their reasonable control, including acts of God, fires, telecommunications failures, national emergencies, acts of terrorism, or other Force Majeure Events, provided the affected party gives notice and uses commercially reasonable efforts to minimize the impact.
This GDPR Addendum applies where Partner is established within the EU, Switzerland, or the United Kingdom, or where AdSwapper Media processes Personal Data of Data Subjects located in those regions on behalf of Partner. Both parties will comply with all applicable requirements of Data Protection Legislation.
For the purposes of Data Protection Legislation, Partner is the data controller and AdSwapper Media is the data processor. AdSwapper Media shall process Personal Data only for the purposes set forth in this Agreement, maintain appropriate technical and organizational security measures, ensure personnel confidentiality obligations, and notify Partner without undue delay of any Personal Data breach.
Schedule 1 — Details of Data Processing: Subject matter is Partner Personal Data. Duration is until termination of the Agreement. Purpose is the provision of performance marketing services. Categories of data subjects include Partner employees, agents, and end-users. Types of Personal Data include identification and contact data, financial information, and certain end-user data such as IP address and device identifier. Partner shall not send AdSwapper Media any Sensitive Personal Data.
By submitting an application to the Partner Program, Partner affirms that they have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If an individual is accessing this Agreement on behalf of a business entity, such individual represents that they have the legal capacity and authority to bind that entity to this Agreement.