TERMS AND CONDITIONS FOR ADVERTISERS
Latest Update: NOVEMBER 30, 2014.
These terms and conditions govern your participation as an "Advertiser" and member of the IDzMedia ("IDz") Publisher Program, an online performance-based marketing network owned and operated by InstantDollarz Incorporated. IDz reserves the right to refuse or deny approval to any applying Advertiser for any reason whatsoever.
By becoming an IDz Advertiser, you hereby acknowledge and agree to the Terms and Conditions in this agreement. Any Advertiser who is in violation of these Terms and Conditions may be subject to account termination and withholding of payment.
The term "you" and "your" as used herein shall refer to the Advertiser distributing their offer on IDz, and the term "Advertiser" shall refer to the entity owning the referring URL of each Advertiser - either directly or indirectly. "Affiliates" will refer to all publishers distributing IDz offers on any medium.
IDz may change these Terms and Conditions from time to time. Any material changes to these Terms and Conditions will be deemed effective five (5) business days after the change has been posted (the "Effective Date"), and you will be deemed to have consented to and agreed to be bound by these updated Terms and Conditions conclusively unless you post a notice of termination before the Effective Date. This agreement covers any insertion orders or additional contracts.
Once approved as an Advertiser, either the Advertiser or IDz may terminate this contract without cause by giving 7 days written notice.
I. Applying to our Program
To be eligible for Advertiser approval on IDz, you represent and warrant that - on an ongoing basis - your website(s) and newsletter(s) meet the following criteria:
a) Does not violate any law or regulation governing false or deceptive advertising, sweepstakes, spam and gambling.
b) Has a top-level domain name, is completed (not "under construction") and receives 1,000 unique page views per month.
c) Must be compliant with all relevant local, regional and national laws in their country of business, including the CAN-SPAM Act of 2003, regardless if entity is resident in US or not.
d) Must establish and maintain relationships with affiliates through the network.
Your account may be forfeited and denied if IDz, with reasonable discretion, determines your website(s) and newsletter(s) to be displaying unsuitable content. The content of your web properties shall not contain the following:
a) Explicit, vulgar or obscene language; or hate-mongering and other objectionable content.
b) Pornographic images or speech, phone sex and escort services, or nudity.
c) Infringements on any property rights or copyrights.
d) Gratuitous violence or profanity; or contains threats of physical harm to anyone.
e) Software pirating, hacking or phreaking.
f) Promotion of investment or money-making opportunities not permitted under law.
g) Promotion of illegal substances and activities.
h) Promotion with deceptive or misleading practices, such as phishing, auto-completion bots/programs or spyware.
i) Any promotion that may violate third party terms and conditions, including unauthorized use of a third party website for commercial gain or posting bulletins on non-owned accounts.
j) Libelous, defamatory, false, misleading or infringing statements.
k) Content that may bring IDz and its Affiliates adverse publicity, or which would result in civil or criminal liability of IDz and/or its Affiliates.
Advertisers are responsible for supplying correct contact information. If approved, the Advertiser is also responsible for advising IDz of any changes in the information furnished as part of your application. Upon submission of your application and upon approval of your membership, IDz will provide you with a username and password whose use is limited to you. They may not be distributed to any other person under any circumstances.
IDz will manage tracking data, affiliate subscriptions, approvals and payments, and host and maintain all creatives and links for the Advertiser's campaign. In return, the Advertiser is required to:
a) Host pixel tracking and associated code provided by IDz on the applicable URL and page location, WITHOUT any alterations whatsoever.
b) Provide creatives and copy, and new creatives and copy if desired by the Advertiser.
c) Report invalid leads as detailed in a separate campaign Insertion Order.
d) Confirm or deny any manual credit reports within a similar time period as c), also as detailed in a separate Campaign Insertion Order.
e) Agree to specific Insertion Orders for each campaign run on IDz. Sample IOs can be seen once registered and accepted as an Advertiser.
It is understood and agreed that IDz is not party to any agreement between you and any other Network, or any Affiliate that may or may not have a relationship with IDz. You are not authorized to make any commitment on behalf of IDz, including any regard to payment or other commitment.
Each Party will make reasonable commercial efforts to keep its Web site operational during normal business hours. However, the Parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other liable for any of the consequences of such interruptions. IDz has permission to pause the Advertiser's campaign during a period of excessive downtime.
The Advertiser is required to pay a 15% transaction fee for every lead. Startup fees for campaigns will be $50, unless running on certain excepted script backbones. In those cases, the startup fee will be waived. In addition, a campaign must start with a minimum balance to cover 150 leads, and any continually active campaigns require that the Advertiser maintain a positive balance with IDz with requisite funds available at all times to cover at least 5 leads. All fees can be paid via check, money order or Paypal, and at any time in order to maintain a positive balance.
Leads that are rejected late, manual credits that are confirmed by the Advertiser, and manual credits that are NOT confirmed or denied by the Advertiser during the pertinent review period will be considered payable, and will be debited from the balance.
Advertisers may not alter any tracking code provided by IDz or otherwise attempt to deflate the number of leads generated. If IDz notices high clickthrough rates without leads, your account will be immediately flagged. It is your obligation to prove to IDz that you are not committing fraud. If you are determined to be in breach of any term of this agreement, IDz will use its best effors to notify you promptly of such breach and suspend the campaign until the breach has been cured.
IV. Confidentiality and Ownership of Data
Certain information related to your participation as an IDz Advertiser, including but not limited to your username and password, commission rates, identities of IDz affiliates and pricing strategies shall be considered proprietary information of IDz. Customer data, including number of sales, leads and other identifying datasets, will be considered joint property of IDz and the Advertiser, and wholly-owned by each party. You agree not to disclose any such confidential information to any third person, or use it for any other use whatsoever aside from all uses protected by this agreement. You also agree not to remove, export or re-export such information except in compliance with all applicable export laws and regulations of Canada and the United States of America. Any employee or third party given access to any such Confidential Information must have a legitimate "need to know" and shall be similarly bound in writing. At no time may this information be used to reverse-engineer or copy the composition of the underlying information, structure or ideas. Any attempt to do so will be considered a breach of contract.
IDz covenants and agrees to provide, monitor and maintain the necessary technologies required to link Advertisers to affiliate websites; provide creatives for each offer in appropriate and current format; and notify Advertisers of all data associated with their account that is necessary for all uses approved under these Terms and Conditions.
V. Relationship of Parties
IDz's relationship with the Advertiser will be that of an independent contractor. These Terms and Conditions and agreement do not construe the creation or constitution of a franchise, partnership or any other type of relationship between the parties. No party shall have the power to bind the other or incur obligations on the other's behalf without the other party's written consent. Each party retains exclusive rights, titles and interest to any and all elements od their respective websites and the look, feel and design of their services as they appear thereon. Any press release or other public announcement by you regarding your participation in the IDz Publisher Program shall require the prior approval of IDz.
This agreement may be terminated by the Advertiser or IDz, and will be effective within seven (7) days of the sending of the termination notice. Your account may be suspended or terminated if IDz believe, at its sole discretion, that you have violated this agreement in any way. Upon termination, IDz will suspend all campaigns from the Advertiser. If IDz determines that the Advertiser is eligible to be returned unused portions of their account balance, such payment will be returned during the next billing cycle.
VII. Covenants, Representations and Warranties
The Advertiser warrants that:
- the Advertiser has the authority and capacity to enter into and to be bound by these Terms and Conditions;
- to the best of the Advertiser's knowledge, there are no existing, pending or threatened claims or actions pending against the Advertiser;
- none of the Advertiser's sites contain false or deceptive advertising or any machine readable code including without limitation any virus, Trojan horse, work or other self-executing program;
- the Advertiser owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on or through the Advertiser's website or websites and in the Advertiser's electronic mail;
- the Advertiser is not currently party to any agreement or business relationship which may conflict with these Terms and Conditions;
The Advertiser covenants and agrees that:
- the Advertiser will, at all times, comply with all laws applicable in the jurisdiction where the Advertiser is situated or where the Advertiser directly or indirectly conducts its business;
- the Advertiser will not enter into any agreement or business relationship or otherwise incur any obligation which might, in the opinion of IDz, conflict with these Terms and Conditions;
- the Advertiser will, at all times, comply with the terms of these Terms and Conditions and all IDz Policies, as updated, amended and replaced by IDz, from time to time, in its sole discretion;
- the Advertiser will not, without the express written consent of IDz, use or permit any person for who it is in law responsible to use any third-party trade-names or trade-marks;
- the Advertiser will not publish on any of its websites being marketed by IDz a universal resource locator or other link to any content or otherwise engage in or condone any practice on any of its websites being marketed by IDz, which, in the opinion of IDz, is deceitful, defamatory, libelous, abusive, violent, prejudicial, obscene, pornographic, likely to bring the reputation or standing of IDz into disrepute, or which otherwise would be illegal;
- the Advertiser will at all times comply with the terms and conditions of any agreement or policy established by an Offer in which the Advertiser elects to participate;
- the Advertiser will at all times comply with the provisions of the CAN-SPAM Act of 2003, as amended or replaced, from time to time;
- the Advertiser will not post any content relating to IDz campaigns to any Usenet newsgroup, chat room, bulletin board or 'blog' (save and excepting a chat room, bulletin board or blog which is operated or primarily owned by the Affiliate) without the express written consent of IDz;
- the Advertiser will be responsible for the development, operation and maintenance of its website or websites and electronic mail, including without limitation the technical operation thereof, the creation, publication and accuracy of any content published on any such website or websites or in any electronic mail;
- the Advertiser will not attempt in any way to alter, modify, eliminate, conceal or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from IDz;
- the Advertiser will not alter any website or electronic mail content provided by IDz;
- the Advertiser will, at all times and from time to time provide IDz with written confirmation of a valid address, telephone number, electronic mail address and such other identifying or financial information as IDz may reasonably require.
VII. Indemnity and Liability
You agree to indemnify and hold harmless IDz, 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 acts of its customers or users. In addition, you agree to indemnify IDz for any and all costs, charges, fines, expenses, losses, suits, damage or liabilities arising from any violation by you of the limitations and obligations of these Terms and Conditions. In no event shall IDz's liability under this agreement, whether in contract, tort or other legal theory, be greater than the total amount paid by Advertiser to IDz hereunder.
IDz reserves the right to take appropriate legal action to cover its damages and reasonable court costs against any that violates the terms of this Agreement, or commits fraudulent activity against IDz. Except as otherwise specified, the rights and remedies granted to a Party under the Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the Party may possess at law or in equity.
No warranties are made by either party as to the services or technology described in this agreement, and each party hereto expressly disclaims any implied warranties of merchantablitiy, fitness for a particular purpose, title or noninfringement as it relates to the technology and services provided pursuant to this agreement. This statement expressly includes any reimbursement for losses of income due to disruption of service by IDz or its upstream providers.
In the event of a dispute arising from or concerning the subject matter of these Terms and Conditions or your participation and termination from our publisher program, you agree to first attempt to resolve the dispute through good faith negotations. In the event that this is ineffective, the parties shall refer the dispute(s) to a mutually acceptable mediator for hearing in Philadelphia, Pennsylvania. Any continuing litigation arising under this Agreement will be brought in the federal or state courts located in Philadelphia, Pennsylvania. The prevailing party in any action shall be entitled to recover its reasonable attorneys’ fees and costs incurred.
a) If any part of this agreement is deemed invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this agreement shall not be affected.
b) Force Majeure: No party will be deemed in default of these Terms and Conditions to the extent that performance of obligations or attempt to cure any breach are delayed or prevented by reason of events beyond that party's reasonable control. Any party so affected shall be excused so long as such party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and such force majeure event does not extend beyond fourteen (14) days.
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. The individual submitting this application certifies that she/he is authorized to act on behalf of Advertiser and that she/he, on behalf of Advertiser, has read and accepted the terms, conditions and disclosures associated with these Terms and Conditions. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. Any obligation of the parties relating to limitations on liability, confidentiality and indemnification shall survive termination or expiration of this Agreement.
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.InstantDollarz.com/publishers. Copies of all notices shall be sent to InstantDollarz Inc., POBox 22367, Philadelphia PA 19110.