OFFERweb Terms and Conditions

These Publisher Terms and Conditions (“Agreement”) govern the services provided by Offer Web LLC dba OFFERweb, LLC, a limited liability company registered to do business in Florida with its sole corporate offices located at 256 Commercial Blvd., Second Floor, Lauderdale by the Sea, Florida 33308, (“OFFERweb”). By using the services and becoming an OFFERweb Publisher, you (“Publisher”, “You” or “Your”) agree to be bound by this Agreement.

1. Definitions: As used in this Agreement, the following terms shall have the meanings set out below or as defined elsewhere in this Agreement:

a. Advertiser: means an entity that submits advertisements for placement in the OFFERweb network for the purpose of marketing, advertising, lead generation, or sales.
b. Lead(s): means any Lead or activity specified by OFFERweb and its Advertisers and taken by a Consumer, for which OFFERweb is to compensate Publisher.
c. Consumer: An individual who receives or responds to an advertisement.
d. Creatives: means a graphic file(s) or Art work made available to Publisher or agents.
e. Event: means completion of the acts required to provide services and earn right to payment. 
f. Person: means an individual, corporation, business trust, estate, trust, partnership, Limited Liability Company, association, joint venture, governmental agency, public corporation, or any other legal or commercial entity
g. Fraudulent Traffic; Leads or Calls (“User Actions”) Conversions.
(i) Leads: Refers to fraudulent, incomplete or duplicate as further defined herein. Fraudulent Leads shall include Leads that result from Publisher, its sub-publishers or agents engaging in the entry of Consumer information without the consent of the Consumer, adding leads or clicks or inflating leads or clicks by pre-population of forms or mechanisms not approved by OFFERweb, including, without limitation use of Bot or Spamming IPs, Fake Domains, Malware, Proxy Servers, Toolbar or use of Blacklisted Publishers as determined by the OFFERweb Compliance Department. Invalid Leads include Leads in which the information sent to OFFERweb does not contain the data or information required by OFFERweb or its Advertisers, including, but not limited to, disconnected phone number, invalid phone number, wrong phone number, no answered phone number, and consumers stating they never signed up for such information. Duplicate Leads includes Leads that Publisher sends to OFFERweb that contains identical information that has previously sent to OFFERweb.
 
(ii) Calls: (“Inbound or Warm Transfer”) Refers to fraudulent as further defined herein.  Fraudulent Calls Shall include Calls that result from Publisher, its sub-publishers or agents engaging in spoofing caller ids, mystery shoppers, incentivized coached callers. Or Call Center Warm Transfers, not properly pre-qualified as per campaign requirements, transferring Caller with intent to misrepresent themselves as an interested consumer.
OFFERweb does its best to return fraudulent leads and calls deemed Invalid to the Publisher account by the 10th of every calendar month, for all traffic generated during the previous calendar month.  OFFERweb does reserve the right to remove leads on any calendar date past the 10th of each month if further leads are determined to be Fraudulent.  Return files shall be limited to conversion data such as Date/Time stamp and IP address.  OFFERweb’s   Compliance Department shall make the final determination regarding the validity of all Leads and Calls provided by Publisher.
h. Advertisement: Text or art that contains a promotion or opportunity directed to Consumers that may be made available from time to time by
OFFERweb for publishing by Publisher.
 
2. Services. OFFERweb hereby grants Publisher the limited right to make OFFERweb's Advertisements and Art available for publication and to otherwise use such materials in accordance with (i) the terms and conditions set forth in this Agreement and (ii) any additional terms of a particular Advertisement as specified by an OFFERweb Advertiser. OFFERweb authorizes Publisher to distribute OFFERweb's Offers to sub-publishers provided that Publisher shall ensure and require that all sub-publishers comply with the material terms of this Agreement and further provided that such sub-publisher has represented to Publisher that: (i) the content of its site(s) are not libelous, defamatory, infringing, pornographic, or offensive to the general public, (ii) all right, title and interest in the Advertisement is exclusively owned by OFFERweb and that sub-publisher has no right other than the limited right to display the Advertisement and Art as sublicensed by Publisher, and (iii) such sub-publisher will not modify or alter the Advertisement or Art in any manner other than as directed by OFFERweb, receipt of payment by OFFERweb is a strict condition precedent to OFFERweb’s obligation to pay Publisher, and sub-publisher’s right to payment.

3. Term and Termination. Either party may terminate this Agreement on three business days' advance notice to the other party. In the event either party in good faith believes that the other party is in violation of applicable law or in breach of any terms of this Agreement, such party shall have right to terminate the Agreement immediately upon written notice, including via email, to the other party. OFFERweb further reserves the right to terminate this Agreement and Publishers participation in the services hereunder without prior notice to Publisher.

4. Payment: 

a.  You will be paid per the occurrence of an Event on terms of NET 30 EOM, which means that all Events occurring in a calendar month will be paid for no later than Thirty (30) days from the last calendar day of the month in which the Events occurred. All accounts will be paid in US dollars ($US). No payment will be issued for any amounts less than $25 US Dollars. Every Affiliate account must have a unique, valid taxpayer identification number (TIN) or valid Social Security number. All payments are based on actual figures as defined, accounted and audited by Merchant. OFFERweb will facilitate payment by disbursing the earned portion of lump sum aggregate payments to individual Affiliates upon receipt of payment from Merchant.
b. All payments from OFFERweb to Publisher are due and payable to Publisher in Broward County, Florida.  OFFERweb shall make payments to Publisher exclusively in Broward County, Florida.  Once payment is made, Publisher may request that OFFERweb send the payment to Publisher via ACH or other acceptable method of payment determined by OFFERweb.
c. OFFERweb’s receipt of payment from Merchant is a strict condition precedent to OFFERweb’s obligation to pay Publisher.  In other words, if OFFERweb fails to receive payment due from Merchant it shall have no payment obligation to Affiliate. If Merchant does not pay on time, OFFERweb will notify Affiliate and offer its best efforts in matters related to collections. OFFERweb will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Invoices submitted to OFFERweb and payments made to you shall be based on the Events and corresponding Bounties as reported by OFFERweb. OFFERweb will not be responsible to compensate you for Events that are not recorded due to your error.
d. Subject to all other terms and conditions contained in this Agreement, Publisher will be paid based upon OFFERweb’s recorded statistics. In the event Publisher has a pixel placed and Publisher numbers come in higher than OFFERweb’s statistics, OFFERweb must be notified and Publisher must provide a reporting log of all recorded orders with IP address, date/timestamp & order ID within seven (7) days of the transaction so OFFERweb can immediately investigate the matter, otherwise all payments shall be based on OFFERweb’s statistics.
 
5. Publisher Obligations. Publisher shall at all times comply with OFFERweb's Compliance Guidelines. A copy of OFFERweb's Compliance Guidelines is attached to this contract as Exhibit A.

a. All websites, newsletters, companies, or individuals need official approval from OFFERweb. Only websites and newsletters that have been approved are permitted to use the OFFERweb service. OFFERweb reserves the right to withhold or refuse approval on any website, newsletter, company, or individual for any reason whatsoever.
b. In order to be eligible for approval, all websites and newsletters must meet the following criteria:
Be content-based, not simply a list of links or advertisements as determined by OFFERweb in its sole discretion, nor can the site’s focus be generating revenue from OFFERweb Advertiser or Merchants; Be written in English and contain only English language content. Receive a minimum of 1,000 unique page views per month;
Have a top-level domain name.
Refrain from OFFERweb’s incentives to users to click on ads unless otherwise specified in the campaign description; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc. Be fully functional at all levels; no "under construction" sites or sections1. Spawning process pop-ups and exit pop-ups are prohibited.
c. The content of the website and/or newsletter cannot contain any adult content nor link from, or to, any adult materials including but not limited to: Explicit, vulgar or obscene language; Posting or referencing of sexually explicit images or other offensive Content; Promotion of adult services, such as phone sex or escort services.
d. The content of the website and/or newsletter cannot infringe on any personal, intellectual property or copyrights including but not limited to: Racial, ethnic, political, hate-mongering or otherwise objectionable content; Investment, money-making opportunities or advice not permitted under law; Gratuitous violence or profanity; Material that defames, abuses, or threatens physical harm to others; Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.; Software Pirating (e.g., Warez, Hotline); Hacking or Phreaking; Any illegal activity whatsoever;  Any questionable or controversial subject matter;  Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic.
e. Publisher cannot place OFFERweb advertisements into an OFFERweb framed environment, unless approved by OFFERweb in writing.
f. Unless expressly approved in writing by OFFERweb or specified in the campaign description, PUBLISHER IS NOT PERMITTED to provide compensation, benefits, or incentives of any kind whatsoever, including, but not limited to, points, cash, contest entries, or rewards, to encourage a user to click on an advertisement or to complete a form without the prior written consent of OFFERweb. If a site is incentivized and a Publisher receives a high rate of complaints from OFFERweb advertisers or immediate cancellations, Publisher's account may, at OFFERweb's discretion, be evaluated and removed from the network. If OFFERweb suspects fraud or the encouragement of cancellations, OFFERweb reserves the right to remove all leads from Publisher's account on a case by case basis.
g. Once a determination of Fraudulent Traffic has been made by OFFERweb’s Fraud Compliance Department, it is the OBLIGATION of the Publisher to prove to OFFERweb that it did not commit fraud. OFFERweb reserves the right to hold Publisher's payment in “Pending Status” until Publisher satisfactorily provides evidence that it was not defrauding the system.
h. OFFERweb flags accounts that: Have click-through rates that are much higher than industry averages and where solid justification is not evident; have shown fraudulent leads as determined by our clients; Use fake redirects, automated software, and/or fraud to generate clicks or leads from our programs.
i. Editing of an Advertiser's program images or copy is strictly prohibited. Publisher will only use approved banners and text to link to an Advertiser's sign-up pages. Publisher will not mislead people to make it seem that they are signing up for an Advertisement that is offered by the Publisher site. Publisher can ONLY use banners and approved text; any other use will result in the loss of all payments accrued for the Publisher.
j. OFFERweb requires ALL Publishers to follow all Mandates outlined in the Can Spam Act of 2003. The "Can Spam Act of 2003" is a broad explanation of rules and requirements. Publisher shall operate under its most strict interpretation.
k. Attached to this Agreement as Exhibit A are OFFERweb's Compliance Guidelines (the “Guidelines”). The Guidelines shall be followed in addition to all applicable laws. OFFERweb reserves the right to terminate Publisher for violation of its guidelines, CAN SPAM or any other law.
l. Any complaints from recipients of electronic mail, or their ISPs, regarding electronic mail sent by Publishers shall be investigated by OFFERweb. OFFERweb reserves the right to terminate Publisher and to give Publisher's name and address to the complaining recipient or the recipient's ISP.
m. By entering into this Agreement and using the OFFERweb services, Publisher authorizes OFFERweb to provide Publisher's name and address; including email, to third parties should OFFERweb receive evidence of a complaint. This authorization is a waiver of any appropriate Federal or state laws regarding concerning the safeguarding of confidential information.
 
6. Mutual Representations and Warranties:

a. Each party represents and warrants to the other party that (i) such party has the full corporate or organizational right, power, and authority to enter into the Agreement and to perform the acts required of it, (ii) the execution of the Agreement by such party, and the performance by such party of its obligations and duties, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound, or any applicable federal, state or municipal law or regulation to which it is subject, (iii) each party shall render all services to the other party in a professional and commercially reasonable manner, in accordance with generally accepted industry standards; and (iv) each party owns or has the authority and valid license to use all intellectual property and content on its website(s).
b. Each party represents and warrants that it is fully compliant with applicable privacy laws. Each party shall provide notice for, and fully disclose, its respective privacy policy and practices to visitors to its website(s).
c. If Publisher is an individual, Publisher represents that he/she is 18 years or older.
 
7. Limitation of Damages and Liability:

a. Except as expressly set forth in this Agreement, NEITHER PARTY makes ANY warranties and expressly disclaims all warranties, express or implied, as to the subject matter of this Agreement, including implied warranties of merchantability and fitness for a particular purpose. IN NO EVENT SHALL OFFERWEB BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOST PROFITS OR REVENUES, OR HARM TO BUSINESS) EVEN IF IT HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OFFERWEB'S LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY, BE GREATER THAN THE TOTAL AMOUNT PAID WITHIN THE PRIOR SIX MONTHS BY OFFERWEB TO PUBLISHER HEREUNDER.

8. Confidential Information.

 Each party agrees to use the other party's Confidential Information solely for the purposes contemplated by this Agreement, and to refrain from disclosing the other party's Confidential Information to any third-party, unless (a) any disclosure is necessary and permitted in connection with the receiving party's performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties; (b) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (c) any disclosure is made with the consent of the disclosing party. For the purposes of this Agreement "Confidential Information" includes, without limitation, the terms of this Agreement (including pricing) and information regarding existing or contemplated service, products, Advertisers, processes, techniques, or know-how, or any information or data developed pursuant to the performance of the services. Notwithstanding the foregoing, Publisher agrees that OFFERweb may divulge its personal and/or otherwise Confidential Information to an Advertiser, agency, legal or regulatory authority, person or entity relating to investigations, claims or actions that Publisher has violated this Agreement or any applicable law or regulation.

9. General:

a. Governing Law and Venue. The rights and obligations of the parties under or arising out of this Agreement shall be governed by and construed under the laws of the State of Florida without reference to its conflict of laws principles. In the event of a lawsuit, Broward County, Florida shall be the exclusive venue and shall govern without resort to the rules governing conflict of laws.
b. Force Majeure. 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.
c. Relationship. The relationship of Publisher and OFFERweb established by this Agreement is that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other.
d. Notice. Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile or confirmed electronic transmission; (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to the address of the respective party as indicated herein; or (iv) in the event of material changes to this Agreement, notice shall be deemed effective upon posting at www.OFFERweb.com. Copies of all notices shall be sent to OFFERweb, LLC, 256 Commercial Blvd., Second Floor, Lauderdale by the Sea, Florida 33308,  Attn: Legal Department.
e. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
f. Waiver. The failure of either party to insist upon or enforce strict performance by the other or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect.
g. Amendment. Changes, amendments or modifications of any provision of this Agreement shall be valid upon posting at www.OFFERweb.com.
h. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this Agreement. If any provision (or part thereof) of this Agreement is determined by a court of competent jurisdiction as part of a final non-appealable ruling, government action or binding arbitration, to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms.
i. Dispute. Publisher and OFFERweb agree that the sole and exclusive venue for any proceeding, action, claim and/or lawsuit arising from, related to or concerning this Agreement shall the State and Federal courts situated in Broward County, Florida.
j. Attorney’s Fees. In any dispute, litigation or claim arising from, connected with or related to this Agreement, the prevailing party shall be entitled to reimbursement of his/her/its costs, including attorney’s fees, including those incurred on appeal, if any, including any proceeding to prove entitlement or amount of fees.
k. Survival. Any obligation of the parties relating to limitations on liability, confidentiality and indemnification shall survive termination or expiration of this Agreement.
l. Interpretation. Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of this Agreement. This Agreement shall not be construed against either party by reason of its drafting.
By using the services and becoming an OFFERweb Publisher, you ("Publisher") agree to be bound by this Agreement and its Exhibits.

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EXHIBIT A

1. US Traffic Only, No Incentivized, Coreg or PCH Traffic Allowed.
2. Offers must be Private – By Request Only.
3. No Offerboard Postings (ie: OfferVault, ODigger, Bevo, etc.)
4. No network re-brokering unless approved
5. Slow start to gauge quality. See AM for Caps
6. For email only offers, we require that the email click referrers be passed through.
7. CAN-SPAM EMAIL COMPLAINT: Must adhere to all regulations  https://www.ftc.gov/tips-advice/business-center/guidance/can-spam-act-compliance-guide-business
8. TCPA COMPLIANT:  US Based Call Centers only (unless otherwise approved). Must adhere to all regulations  https://www.fcc.gov/general/telemarketing-and-robocalls
9. Publisher shall not promotes the use of alcohol, tobacco or illegal substances, nudity, sex, pornography, adult-oriented content such as phone sex or escort services, expletives or inappropriate language; promotes gratuitous violence, abuses or threatens physical harm; promotes illegal or unethical activity, racism, hate, "spam," mail fraud, gambling, sweepstakes, pyramid schemes, investment and money-making opportunities or illegal advice; promotes use of illegal substances or activities such, how to build a bomb, counterfeiting money and software pirating (e.g., Warez, Hotline); is libelous, defamatory, infringing, false, misleading or contrary to public policy; is otherwise prohibited by Federal or state law; and/or may bring OFFERweb and/or its associated Advertisers negative publicity as determined by OFFERweb.
10. Fraudulent user actions that result from Publisher, its sub-publishers or agents engaging in the entry of Consumer information without the consent of the Consumer, adding leads or clicks or inflating leads or clicks by pre-population of forms or mechanisms not approved by OFFERweb, including, without limitation use of Bot or Spamming IPs, Fake Domains, Malware, Toolbar or use of Blacklisted Publishers as determined by the OFFERweb Compliance Department. Invalid user actions in which the information sent to OFFERweb does not contain the data or information required by OFFERweb or its Advertisers, including, but not limited to, disconnected, invalid, wrong phone numbers, no answered phone numbers, and consumers stating they never signed up for such information. Duplicate Leads includes Leads that Publisher sends to OFFERweb that contains identical information that has previously sent to OFFERweb.  OFFERweb does its best to return leads deemed Invalid to the Publisher by the 10th of every calendar month, for all leads generated during the previous calendar month.  OFFERweb does reserve the right to remove leads on any calendar date past the 10th of each month if further leads are determined to be Invalid.  Return user action files shall be limited to conversion data
11. No TM Bidding on any campaign unless specified
12. OFFERweb cooperates with consumers and ISPs and promptly investigates all complaints and takes appropriate action, which may include termination, suspension, and/or providing the consumer or ISP with the contact information of the Publisher responsible for sending the email. OFFERweb has a zero-tolerance position on these matters.
13. No organization or entity listed in the ROKSO (http://www.spamhaus.org/rokso/index.lasso) may be an active affiliate in our network.
14. OFFERweb’s Compliance Department shall make the final determination regarding the validity of all Calls & Leads provided by Publisher. OFFERweb maintains a Zero Fraud Tolerance Policy.
15. Quality Expectation:Provide Good Quality traffic, and use only proven trusted historical publishers.