Affiliate Program Operating Agreement
This Affiliate Program Operating Agreement (the “Agreement”) is made between Adsprotify (“Adsprotify” or “we”), and you (“you” or “Affiliate”), the party applying to become an Adsprotify affiliate. The terms and conditions of this Agreement govern your participation in adsprotify.com (the “Affiliate Program”). Each offer within the Affiliate Program (an “Offer”) may pertain to any product or service provided by Adsprotify or a third party (each a “Client”) and may link to a specific website for that Offer (the “Program Web Site”). Each Offer may also include additional terms and conditions on pages within the Affiliate Program, which are incorporated into this Agreement. By submitting an application or participating in an Offer, you explicitly agree to all the terms and conditions of this Agreement.
1. Enrollment in the Affiliate Program
To become an affiliate, you must submit an application through our website, ensuring that it is completed accurately and updated as necessary. You must not use aliases or any other means to conceal your true identity or contact information. After reviewing your application, we will notify you of your acceptance or rejection, typically within three (3) business days. We reserve the right to accept or reject your application at our sole discretion and for any reason.
2. Obligations of the Parties
Subject to our acceptance of you as an affiliate and your continued compliance with this Agreement, Adsprotify agrees to the following:
We will provide you with graphic and textual links to the Program Web Site and/or other creative materials (collectively, the “Links”), which you may use on websites you own or control, in emails sent by you and clearly identified as originating from you, and in online advertisements (collectively, “Media”). These Links will identify you as a member of our Affiliate Program and create a link from your Media to the Program Web Site.
We will pay you a Commission for each Qualified Action. A “Qualified Action” refers to an individual who (i) accesses the Program Web Site via the Link, where the Link is the final link to the Program Web Site, (ii) is not a computer-generated user, such as a robot or automated script, (iii) does not use pre-populated fields, (iv) completes all required information within the time allowed by Adsprotify, (v) shows genuine interest in the product or service provided by the Program, and (vi) is not subsequently deemed by Adsprotify to be fraudulent, incomplete, unqualified, or a duplicate.
Commissions will be paid Weekly, after 7 days, provided that your account balance is over $50 (for Payoneer, Wise, PayPal payments) or $500 (for Bank Wire payments). Balances under $50 will roll over to the next Weekly until a minimum of $50 (or $500 for Bank Wire payments) is reached. We reserve the right to charge back any previously paid Commissions if a Qualified Action does not meet the required criteria.
For bank wire payments, a fee of $40 applies for amounts between $500 and $1000. No fee applies for amounts of $1001 and above.
Payment of Commissions depends on Clients providing funds to Adsprotify. Therefore, Adsprotify will only be liable for Commissions to the extent that Adsprotify has received such funds from the Clients. You release Adsprotify from any claims for Commissions if Adsprotify has not received the funds from the Clients.
The final billable amount will be provided once Adsprotify receives the report from the Client. This report should be in Excel, CSV, or image format (if a screenshot) and must include non-Qualified Actions with explanations for rejections. Adsprotify will notify you of any traffic quality issues and may request that you place your balance on hold before the 15th of each month for the previous month’s traffic (or sooner).
Adsprotify will automatically generate an invoice for all Commissions payable and remit payment based on that invoice. All tracking of Links and determinations of Qualified Actions and Commissions are at Adsprotify's sole discretion. If you dispute any portion of an invoice, you must do so in writing within thirty (30) days from the invoice date. Failure to dispute within this period waives any claims based on that invoice. If discrepancies occur between Adsprotify’s tracking and yours, and the variance exceeds 10%, Adsprotify and you will make a good faith effort to reconcile. If reconciliation fails, Adsprotify’s numbers will govern.
If you have an outstanding balance due to Adsprotify under this Agreement or any other agreement, Adsprotify may offset such amounts from payments due to you under this Agreement.
You agree to:
Be solely responsible for the development, operation, and maintenance of your Media and all content linked to it.
Ensure that all materials posted on your Media or used in connection with the Affiliate Program (i) are legal, (ii) do not infringe on any third party’s intellectual property or personal rights, and (iii) do not contain or link to harmful, threatening, defamatory, obscene, sexually explicit, harassing, violent, discriminatory, or illegal content (“Objectionable Content”).
Avoid making any representations, warranties, or statements about Adsprotify or its Clients unless expressly authorized.
Ensure that your Media does not resemble the Program Web Site or create the impression of endorsement by Adsprotify or its Clients without prior written permission.
Comply with all obligations under this Agreement and all applicable laws, rules, and regulations.
Adhere to the terms and policies of any third-party services used in connection with the Affiliate Program, including email providers, social networking services, and ad networks.
Prominently post a privacy policy that complies with applicable laws and discloses information collection, use, and sharing practices before collecting any personally identifiable information.
Display any terms and conditions required by Adsprotify or Clients for Offers and as required by applicable laws.
Refrain from placing Adsprotify ads on any online auction platforms (e.g., eBay, Amazon).
Additional terms for specific promotional programs include:
Email Campaigns: Download the “Suppression List” from Adsprotify’s Offers section, filter your email list to remove entries on this list, and send emails only to the remaining addresses. Include an opt-out method in all emails, and immediately forward any direct opt-out requests to Adsprotify at support@adsprotify.com. Failure to follow these requirements may result in Commission withholdings, removal, suspension, or other remedies.
Advertising Campaigns: Do not position Links on chat rooms or bulletin boards unless agreed upon in writing by Adsprotify. Clearly identify any pop-ups/unders as being served by you and ensure client-side ad serving software is installed with clear disclosure and easy removal.
Mobile CPI Campaigns: For non-incentive campaigns, ensure the conversion rate is less than 5%. For incentive campaigns, the conversion rate should be less than 25%. For retention, ensure the rate on the second day after installation is 20% or higher if not otherwise stated.
Affiliate Network Campaigns: Place Links in your affiliate network and ensure Third Party Affiliates cannot modify them. Maintain your Network to high industry standards, and ensure all Third Party Affiliates adhere to this Agreement. Promptly remove any Third Party Affiliate who violates the Agreement or is suspected of wrongdoing.
3. Confidentiality
Except as provided in this Agreement or with Adsprotify's consent, all information concerning us or our affiliates, including business, financial, customer, and pricing information, must remain confidential and not be used for any purpose other than participation in the Affiliate Program. You shall not use such information to develop, enhance, or operate a competing service.
Adsprotify is required to provide information about the processing of personal data to Affiliates. Upon request, Adsprotify will provide details about data processing purposes and categories. Adsprotify will also allow Affiliates to correct inaccuracies, withdraw consent, erase data, and restrict processing if necessary. If your account is blocked due to fraud, personal information may be shared with third parties.
4. Limited License & Intellectual Property
We grant you a nonexclusive, nontransferable, revocable license to use the Links and access our website solely in accordance with this Agreement, for the purpose of identifying your Media as an Affiliate Program participant and assisting in increasing sales through the Program Web Site.
You may not alter, modify, or create derivative works of the Links or any Adsprotify materials. Your license is valid only while you are a member in good standing. We may revoke this license at any time with written notice. No rights to Adsprotify’s trademarks, copyrights, patents, or trade secrets are granted beyond what is expressly stated. Adsprotify may use any suggestions or comments you provide without compensation.
5. Termination
This Agreement begins upon our approval of your Affiliate Program application and continues until terminated. You may terminate your participation by removing all Links and Adsprotify or Client intellectual property. We may terminate your participation or this Agreement at any time, with or without prior notice, by disabling Links or providing written notice. Upon termination, cease using and delete all Links and Adsprotify or Client intellectual property, and stop representing yourself as an affiliate. Rights to accrued payments, causes of action, and certain provisions shall survive termination.
6. Remedies
Adsprotify reserves the right to delete actions submitted through your Links and withhold or freeze unpaid Commissions or charge back paid Commissions if (i) you violate this Agreement, (ii) we receive complaints about your participation, or (iii) a Qualified Action does not meet the criteria. We may also take legal action to seek remedies for breaches.
7. Indemnity
You agree to indemnify and hold harmless Adsprotify, its affiliates, officers, directors, employees, and agents from any claims, damages, liabilities, and expenses arising from (i) your breach of this Agreement, (ii) your Media, or (iii) any unauthorized use of Adsprotify’s intellectual property.
8. Limitations of Liability
Our liability under this Agreement is limited to direct damages and does not extend to consequential, incidental, or punitive damages. We are not liable for any indirect damages or loss of profits or data.
9. Miscellaneous
Independent Contractors: Both parties are independent contractors and not employees or agents of each other.
Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
Amendments: We may modify this Agreement at any time by posting changes to our website. Continued participation in the Affiliate Program after such changes constitutes acceptance.
Governing Law: This Agreement is governed by the laws of the state or country where Adsprotify is headquartered, without regard to conflict of laws principles. Any disputes will be resolved in the courts of that jurisdiction.
No Waiver: Failure to enforce any provision of this Agreement does not constitute a waiver of future enforcement.
Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in effect.
