Terax Trade is a multinational online affiliate platform that creates the best environment for traditional online advertising.[...]
©2019 Terax Trade Ltd. All Rights Reserved
The following are the terms and conditions governing your (hereinafter "Affiliate") relationship with CPL network Terax Trade Ltd., (hereinafter "Terax Trade Ltd.") and the use of any website associated with Terax Trade Ltd. services (hereinafter "Site"). Affiliate agrees to use the Site and any additional services offered by Terax Trade Ltd. only in accordance with these Terms and Conditions. Terax Trade Ltd. reserves the right to make changes to the Site and these Terms and Conditions at any time. Affiliate's continued use of the Site after any such modification and notification thereof (which may be provided by e-mail to the email address provided in the course of Affiliate's registration with Terax Trade Ltd.) shall constitute Affiliate's consent to such modification.
Registration with Terax Trade Ltd. shall not confer any right on Affiliate to market or promote any Programs (as defined under section 2) made available by Terax Trade Ltd. on the Site on behalf of its clients (the "Advertisers"). Participation by Affiliate in the Terax Trade Ltd. affiliate lead generation program is subject to review and approval by Terax Trade Ltd.. All prospective affiliates need official approval from Terax Trade Ltd. before they can become Affiliates. Official approval requires meeting the criteria listed under Sections 1.1 and 1.2 below, however approval is not automatically granted upon fulfillment of said criteria. Terax Trade Ltd. reserves the right to withhold or refuse approval for any reason at Terax Trade Ltd. sole discretion. Once Affiliate has been accepted into the Program, Affiliate's continued right to participate is conditioned upon Affiliate's ongoing compliance with all of the terms and conditions of this Agreement. Failure of the Affiliate to observe the terms and conditions of this Agreement will disqualify Affiliate from participating in the Program. Affiliate may re-qualify for program upon proof of compliance with terms and conditions of this Agreement, subject to approval by Terax Trade Ltd.. Affiliate shall promptly notify Terax Trade Ltd. in the event of a material change in its business practices or strategy. Approval of a Affiliate can be withdrawn by Terax Trade Ltd., at any time for any reason.
In order to be eligible to become a Affiliate, all websites, affiliated websites and e-mail distribution lists (collectively the "Media") must meet the following criteria, at a minimum: All Affiliates that wish to send advertisements via email must have the consent of the consumer to send such email and each Affiliate shall maintain records evidencing such consent including, without limitation:
The content of Affiliate's Media shall be subject to Terax Trade Ltd. subjective approval and must comply with all applicable laws and regulations (including all laws respecting intellectual property rights) and, in any event, shall not include the following:
2.1. The Site allows Terax Trade Ltd. to post offers of advertising programs sponsored by Terax Trade Ltd. or its affiliates on the system ("Program(s)"). The Programs will specify the amount and terms under which Affiliate will receive payment when the applicable Program's requirements are fulfilled. Compensation is derived from a specified event ("Event") identified in a Program, such as clicks, click-throughs, sales, registrations, impressions and leads. If Affiliate accepts a Program, Affiliate agrees to place that Program's advertising creative (including designated "subject" and "from" lines, the Advertiser's CAN-SPAM Act of 2003; Regulation (EU) 2016/679 [GDPR] disclosures and any other disclosures provided therein) ("Specified Advertising Materials") on Affiliate's Media. Affiliate shall display the Specified Advertising Materials exactly as they appear on the Site and will not alter them in any way. Failure to adhere to this requirement may, in addition to all other remedies available to Terax Trade Ltd., result in termination of Affiliate. Terax Trade Ltd. may terminate a Program at any time, at Terax Trade Ltd.`s sole discretion. Terax Trade Ltd. shall take reasonable efforts, including but not limited to e-mail communications, to notify Affiliate of such termination. Terax Trade Ltd. is responsible for displaying and administering all active Programs and tracking the payments owed.
2.2 (a). In the event that Terax Trade Ltd. or Affiliate receives a complaint from any recipient of a Program transmitted by Affiliate, upon our request Affiliate will immediately provide Terax Trade Ltd. with appropriate records verifying that recipient's consent to receive e-mail transmissions from Affiliate. Such records include, but may not necessarily be limited to, the Internet address of Affiliate's opt-in/opt-out website, the date of the recipient's action, and Affiliate's privacy policy.
2.2 (b). Affiliate may not use an advertiser's name (including any abbreviation thereof) in the originating email address line or subject line of any email transmission.
2.2 (c). No Misleading Headers or Other Masking of E-mail Origin. An email may not include falsification of header information, false registrations for e-mail accounts or IP addresses used in connection with e-mail ads, and retransmissions of an e-mail ad for the purpose of concealing its origin. Affiliate and/or their e-mail delivery providers are prohibited from relaying or retransmitting e-mails from a computer or computer network that was accessed without authorization.
2.2 (d). Subject lines may not be false or misleading such that it would likely mislead a reasonable recipient as to the contents or subject matter of the message. Affiliate may only use approved Specified Advertising Materials, including subject lines available provided by Terax Trade Ltd. or subject lines for which Affiliate has documented approval from Terax Trade Ltd..
2.2 (e). Specified Advertising Materials consisting of e-mail messages must contain clear identification. Messages containing advertisements or solicitations must identify themselves as such, and do so by "clear and conspicuous" means, for example, by stating in the message body "This advertisement is brought to you by (Your Company)". Further, the sender must identify itself as the initiator and sender of the e-mail including company name, e-mail and physical address.
2.2 (f). Effective Method of Opting Out of Future Mailings. Senders of commercial e-mails must give recipients an effective means of requesting not to receive future e-mail ads from that sender. At a minimum, the affiliate must give the recipient the ability to send a reply message to unsubscribe, opt out via postal letter and provide a functioning unsubscribe link that must remain in operation for thirty (30) days from the date of the original e-mail transmission.
2.2 (g). All unsubscribe requests must be implemented within ten (10) business days from their receipt. You may not sell or transfer an e-mail address once someone has opted out of receiving future communications, whether from only the advertiser or globally.
2.2 (h). No Random or Invalid Generation of E-mail Addresses. Affiliate is responsible for knowing the source of its e-mail list. E-mail addresses may not be obtained by the use of a program for random generation of e-mail addresses, and/or "scraping" websites or online services. Affiliate must have full opt-in data for all recipients in its database.
Terax Trade Ltd. shall be constantly monitoring, on its own or with the assistance of third parties, the Affiliates for compliance with these Terms and Conditions, without limiting the generality of the foregoing:
3.1. All Affiliates will be monitored by Terax Trade Ltd. (or a third party retained by Terax Trade Ltd. for such purposes) for compliance with applicable legal requirements, with respect to honoring unsubscribe requests and compliance with the use of the Specified Advertising Materials. If the monitoring is done by a third party, such third party will share all such information with Terax Trade Ltd..
3.2. Each unsubscribe list furnished to a Affiliate shall be separately and technologically identified so that Terax Trade Ltd. will be able to ensure that each Affiliate is not disseminating or otherwise using the unsubscribe list other than in a manner required by applicable law. Affiliate must not send further e-mails to names already on or newly added to the unsubscribe list.
Terax Trade Ltd. grants Affiliate a revocable, non-transferable, non-sublicensable, non-exclusive limited license to use the Site (including any Specified Advertising Materials posted thereon) and any data, reports, information or analyses arising out of such use (the "Site Data") solely for the purpose of marketing or promoting the Programs hereunder and subject to these Terms and Conditions and the applicable Program Terms. If a Affiliate also maintains its own network of affiliates, such Affiliate may not provide the Program to its affiliates, without the prior written consent of Terax Trade Ltd.. Under such conditions, Affiliate will require its affiliates to agree to and comply with these Terms and Conditions. If a Affiliate fails to adhere to the foregoing requirements, in addition to any other remedies available to Terax Trade Ltd., Affiliate shall forfeit its rights to any amounts owed by Terax Trade Ltd. to Affiliate. Affiliate acknowledges and agrees that Affiliate does not have, nor will it claim any right, title or interest in the Site software, applications, data, methods of doing business or any elements thereof, or any content provided on the Site (including the Specified Advertising Materials). Affiliate may only access the Site via web browser, e-mail or in a manner approved by Terax Trade Ltd.. Affiliate will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided by or obtained from Terax Trade Ltd. that allows Terax Trade Ltd. to measure ad performance and provide its service. In addition, Affiliate acknowledges that all non-public information, data and reports received from Terax Trade Ltd. hereunder or as part of the services hereunder is proprietary to and owned by Terax Trade Ltd.. If instructed to do so by Terax Trade Ltd. and/or if Affiliate shall be terminated by Terax Trade Ltd., Affiliate will immediately destroy and discontinue the use of any Terax Trade Ltd. data, including Site Data, and any other material owned by Terax Trade Ltd. or the Advertisers.
Affiliate agrees that Affiliate will not approach or attempt to engage in a contract with any of Terax Trade Ltd.`s clients (each such client, individually a "Client" and all such clients, collectively "Clients") directly or indirectly via a Client's ad agency, broker or any other person or entity. Terax Trade Ltd. will promptly reply in writing to any inquiries received from Affiliate regarding the status of any person or entity as a Terax Trade Ltd. Client so as to aid Affiliate in its efforts to comply with the non-solicitation provisions of this Agreement. Because Terax Trade Ltd. will be irreparably harmed by Affiliate's conduct, and because the true extent of such harm will be impossible to quantify, monetary damages will not be an adequate remedy for any such conduct. Affiliate agrees that Terax Trade Ltd. shall be entitled to injunctive relief precluding Affiliate from taking or continuing any action or conduct in violation of this provision, to be issued by any court of competent jurisdiction upon a showing of any such violative conduct by Affiliate.
Terax Trade Ltd. shall provide Affiliate with material to create a website for the purpose of search engine optimization, or Affiliate can create its own website. In either event, no website shall be released online, and non-submission, inclusion or any traffic can be sent to it, prior to Terax Trade Ltd.`s review and approval of it. If Affiliate already has its own website, Affiliate's website will be subject to Terax Trade Ltd.'s review and approval. Approval shall be written or by electronic submission. All Program related websites will contain links ("Links") provided by Terax Trade Ltd. directing traffic to product sales web pages served by Terax Trade Ltd.. Affiliate's selection of entities to be included on any such website is also subject to Terax Trade Ltd.'s review and approval, of which shall not be unreasonably withheld. Should any of Terax Trade Ltd.'s Client(s) provide content which includes imbedded bots, Data Miners, links or other creative, graphic, text or html, all content shall remain at all times the sole property of Terax Trade Ltd..
Affiliate agrees to comply with all applicable laws and regulations, including but not limited to, those enforced by the Federal Trade Commission (FTC) and the state attorneys general. Failure to comply with such laws and regulations will result in termination of a Affiliate's account. Compliance shall be determined by Terax Trade Ltd. at its sole discretion.
Affiliate agrees to use the Links in the exact form that Terax Trade Ltd. delivers them to Affiliate. Affiliate agrees not to modify, alter, delete, or adapt the Links in any manner without Terax Trade Ltd.'s written approval. Links must be served from the Terax Trade Ltd. server, unless otherwise permitted in written form by Terax Trade Ltd.. Affiliate shall not take any actions to impede the action of or to disable any such links. Affiliate agrees to, if requested by Terax Trade Ltd., modify or alter Links or Tracking devices in the manner requested by Terax Trade Ltd.. Affiliate further agrees that it shall in no event modify or interfere with Tracking devices unless specifically instructed to do so by Terax Trade Ltd. in accordance with the previous sentence.
Terax Trade Ltd. owns all rights, title, and interest to Links and user data collected and derived through the activities countenanced pursuant to this Agreement. Terax Trade Ltd. may choose to imbed certain data mining tools within Links from time to time ("Data Miners"). Any data derived by any such Data Miner shall be the sole property of Terax Trade Ltd.. Terax Trade Ltd. may, from time to time, opt to share data derived from Data Miners with Affiliate to help Affiliate optimize the quality of leads generated from Affiliate's activities or to otherwise improve the quality, functionality and mutual profitability of the activities of the parties under this Agreement. If Terax Trade Ltd. does share data derived from Data Miners with Affiliate, Affiliate agrees that this data will be used solely by Affiliate for the purposes for which it is provided to Affiliate and will not be shared by Affiliate with any other third party or entity without the written approval of Terax Trade Ltd.. Should Terax Trade Ltd. choose to provide advertising creative content, web design services or other web content of any type ("Web Content") to Affiliate, Affiliate shall use such Web Content: (i) in exactly the form that it is delivered to the Affiliate by Terax Trade Ltd. without modification unless approved by Terax Trade Ltd. in written form; (ii) only in the manner expressly permitted by Terax Trade Ltd. in written form and only until Terax Trade Ltd. shall request that Affiliate discontinue its use of such advertising creative, at which time Affiliate shall discontinue such use within two (2) business days of being requested by Terax Trade Ltd. to do so.
Terax Trade Ltd. actively monitors traffic for deceptive or fraudulent activity. If deception or fraud is detected as determined by Terax Trade Ltd. sole discretion, Affiliate's account will be made inactive pending further investigation. Affiliate accounts are flagged that, among other things:
All the campaigns, using co-registrations will be considered as fraudulent and won't be paid.
Affiliate will be paid per the terms of each Program. Terax Trade Ltd. shall pay any amounts due approximately fifteen (15) days after the cash out request done at the platform, less any taxes required to be withheld under applicable law, provided that Terax Trade Ltd. may, in its discretion, withhold payments until such time as the Advertiser has paid Terax Trade Ltd. for any Program. In addition to any other remedies that may be available to Terax Trade Ltd., in the event of any breaches by Affiliate of these Terms and Conditions, Affiliate shall forfeit its rights to any amounts owed by Terax Trade Ltd. to Affiliate. Terax Trade Ltd. reserves the right to withhold or reduce any payments owed to Affiliate as a consequence of any offsets taken by Advertisers for fraudulent traffic, invalid Events, technical errors, tracking discrepancies and the like. Terax Trade Ltd. shall compile, calculate and electronically deliver data required to determine Affiliate's billing and compensation. Any questions regarding the data provided by Terax Trade Ltd. need to be submitted in written form within ten (10) business days of receipt, otherwise the information will be deemed accurate and accepted as such by Affiliate. Terax Trade Ltd. will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Invoices submitted to Terax Trade Ltd. and payments made to Affiliate shall be based on the Events as reported by Terax Trade Ltd.. Terax Trade Ltd. will not be responsible to compensate Affiliate for Events that are not recorded due to Affiliate's error.
The initial terms of this Agreement shall be for one year from the date of its first execution by the last party to so execute. Upon the one year anniversary of the execution, this Agreement shall automatically renew for successive thirty (30) day terms, unless: (a) not less than thirty (30) days prior to the date of any such automatic renewal, a party notifies the other in written form that it does not wish to renew this Agreement; or (b) this Agreement is otherwise earlier terminated pursuant to the provisions hereof.
Terax Trade Ltd. reserves the right, in its sole and absolute discretion, to terminate a Program and remove any advertisements at any time for any reason, upon written notice to Affiliate. Upon removal of any advertisements, Affiliate shall terminate the Program and immediately cease emailing and any traffic involved with removed advertisement(s). Terax Trade Ltd. also reserves the right to terminate Affiliate's access to the Site at any time without notice.
Termination notice will be provided via e-mail and will be effective immediately, meaning, among other things, that Affiliate must immediately cease all advertising activities. All payments then due to Affiliate will be paid during the next billing cycle, provided that such money were not earned in conjunction with deceptive or fraudulent practices as determined by Terax Trade Ltd. at its sole discretion in which case they will not be awarded. The representations, warranties and obligations contained in paragraphs, 12, 13, 14 and 15 shall remain in full force and effect after termination of this Agreement. In addition, all payment obligations accruing prior to the termination date shall survive until fully performed.
Each party represents and warrants that: (a) it has the right to enter into and fully perform the services contemplated herein, consistent with these Terms and Conditions; (b) there is no outstanding contract, commitment or agreement to which it is a party that conflicts with these Terms and Conditions; and (c) at all times while any Program remains in effect, it shall comply with all applicable laws and regulations. Neither party makes any guarantee, representations or warranties, express or implied, as to the level of consumer response that will result from the Programs.
Affiliate represents and warrants as follows: Affiliate's Media is currently in compliance with all applicable laws and regulations;
Affiliate's Media does not contain or promote, nor links to another website that contains or promotes, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content, product, service or activity;
Affiliate's database consists of only permission based opted-in e-mail addresses; and Affiliate owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on Affiliate's Media. Affiliate is compliant with all terms and conditions as set forth herein.
Affiliate covenants that it shall not:
Affiliate covenants that it shall:
Affiliate shall maintain and post in a conspicuous manner on all its websites involved in the Programs, a privacy policy that clearly and adequately describes how consumer information is collected and used.
All information submitted to Affiliate by an end-user customer pursuant to a Program is proprietary information of Terax Trade Ltd., its affiliates, and/or the Advertisers. Such customer information is confidential and may not be disclosed by Affiliate. Affiliate agrees not to reproduce, disseminate, sell, distribute or commercially exploit any such proprietary information in any manner. Affiliate shall maintain such data in a secure manner, consistent with industry standards.
All information provided to Affiliate hereunder shall be kept strictly confidential.
Unless otherwise provided in this agreement, in no event shall Terax Trade Ltd. or any Affiliate be liable to the other for any lost profits or any special, incidental, consequential, exemplary, punitive or other indirect damages of any nature, for any reason, whether based on breach of contract, tort (including negligence), or otherwise and whether or not either has been advised of the possibility of such damages.
DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, Terax Trade Ltd. CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS OR OUR SERVICES. WITHOUT LIMITING THE ABOVE, THE LINKS, OUR CLIENT SITES AND ANY OTHER MATERIALS PROVIDED TO AFFILIATE ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND Terax Trade Ltd. MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, and:
(a) MERCHANTABILITY, CLIENTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
(b) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN,
(c) THAT A PARTY'S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS,
(d) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON, OR
(e) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY'S "INFORMATION" (WEB SITE). ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK, AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER. SOME STATES AND COUNTRIES WORLDWIDE LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF IT MAY NOT APPLY TO YOU.
Terax Trade Ltd. makes no representations and warranties whatsoever, and disclaims any responsibility and liability, regarding the content or nature of any Specified Advertising Materials or Program made available on the Site, or any product or service advertised in connection therewith. Terax Trade Ltd. has no liability to Affiliate for unapproved materials, including all copy, images, URL names, and search terms used by Affiliate to promote the client partner. Terax Trade Ltd. makes no representations whatsoever about any other website which Affiliate may access through the service. When Affiliate accesses a website that is not associated with and independent from Terax Trade Ltd., Affiliate acknowledges that Terax Trade Ltd. has no control over the content of that website. Furthermore, a link to a non-Terax Trade Ltd. website does not mean that Terax Trade Ltd. endorses or accepts any responsibility for the content or the use of such website. It is Affiliate's sole responsibility to take precautions to ensure that websites, downloads, attachments, and other such files are free of such items as Trojan horses, worms, viruses, and other items of a destructive nature.
Affiliate will defend, indemnify, and hold harmless Terax Trade Ltd., the Advertisers, and their affiliates, directors, employees, agents, successors and assigns from all claims, actions, losses, liability, damages, costs, and expenses (including reasonable attorney's fees and expenses) (collectively "Claims") arising from any breach of any of these Terms and Conditions or any Program Terms. Terax Trade Ltd. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder. Affiliate hereby acknowledges that the Advertisers are intended third party beneficiaries of the foregoing indemnification obligation.
Affiliate will immediately notify Terax Trade Ltd. of any current, impending, or potential legal action against it by a third party for matters relating to e-mail, e-mail complaints, e-mail deployment, and violations of CAN-SPAM.
Neither party shall be deemed in default of these Terms and Conditions 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, 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 three (3) business days of such event or occurrence.
These Terms and Conditions, together with the terms for each of the Programs constitute the entire agreement between the parties and supersedes all prior agreements or understandings between the parties.
These Terms and Conditions, the terms of the Programs and the relationship contemplated thereby, in accordance with the U.S. laws, the European Union laws and the International Trade Law and Cross-Border E-Commerce, without giving effect to principles of conflicts of law. Each party, to the extent permitted by applicable law, hereby irrevocably and unconditionally (i) submits to the general jurisdiction of the Arbitration Institute of the Stockholm Chamber of Commerce (the "SCC") and/or London Court of International Arbitration (ii) agrees that any action or proceeding concerning this agreement will be brought exclusively in such courts; and (iii) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding in any such court was brought in an inconvenient court and agrees not to claim or plead the same.
No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.
Affiliate may not assign any of its rights hereunder without the prior written consent of Terax Trade Ltd., which may be withheld for any reason.
In the event that any provision of these Terms and Conditions is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of these Terms and Conditions shall remain valid and enforceable according to its terms.
The parties agree that Terax Trade Ltd. is acting as an independent contractor in performing the Services and that the relationship between Terax Trade Ltd. and Affiliate shall not constitute a partnership, joint venture or agency. Neither Terax Trade Ltd. nor any of Terax Trade Ltd.`s employees or agents (collectively referred to herein as the "Employees") (i) is an employee, agent or legal representative of Affiliate, or (ii) shall have any authority to represent Affiliate or to enter into any contracts or assume any liabilities on behalf of Affiliate.
Affiliate may not make any mention of Terax Trade Ltd. or any Terax Trade Ltd. client in any publicity materials advertising or otherwise presenting information on your company and your services, including without limitation listing Terax Trade Ltd. or any of its clients in your customer lists, without the written consent of Terax Trade Ltd., whose consent may be withheld for any reason or for no reason.
Any notice, communication or statement relating to this Agreement shall be in written form and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by facsimile or e-mail; or (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. In the event of material changes to this Agreement, notice shall be deemed effective upon posting at www.teraxtrade.com.
Terax Trade is a multinational online affiliate platform that creates the best environment for traditional online advertising.[...]
©2019 Terax Trade Ltd. All Rights Reserved