Please read this Agreement carefully. By enrolling as a "Publisher," you agree to be bound by these terms and conditions and the terms and conditions of any insertion order that you complete.
Master Terms & Conditions
These Master Terms and Conditions (these "Terms") are agreed to as of ___/___/___ (the "Effective Date") between Beyond D Pty Ltd with its principal place of business located at Level 2, 181 Riley Street, Darlinghurst, NSW, 2010, Australia ("TPN") and ______________ with its principal place of business located __________________________________ ("Publisher").
These Terms, constitute the entire agreement by and between the parties with regards to the subject matter covered herein. All contractual terms and provisions of Publisher, including, without limitation, any online terms and conditions and any terms and conditions contained in or on any invoice, order form or other document are null, void, and of no force or effect. Publisher agrees that TPN's clients may from time-to-time impose additional terms, obligations, and requirements on TPN that are applicable to the Services; in which case TPN will be required to modify this Agreement to incorporate such additional terms, obligations, and requirements and if Publisher is not able to, or is not willing to, agree to the additional terms, obligations, and requirements, TPN may terminate this Agreement in accordance with Section 13 of this Agreement.
TPN provides you access to advertisers and their campaigns, subject to your compliance with the terms and conditions below.
Please read this Agreement carefully. By enrolling as a "Publisher," you agree to be bound by these terms and conditions and the terms and conditions of any insertion order that you complete. In this Agreement, "you", and "your" refers to the Publisher or website/list owner. You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of TPN, shall be bound by, and shall abide by, these Terms and Conditions. You further agree that you are bound by these Terms and Conditions whether you are acting on your own behalf or on behalf of a third party, including another publisher or website.
TPN's exclusive obligation is to make media advertisements, available to you, available for distribution within your approved website(s) URL and Email Lists. In all cases, advertisements must be displayed in the form provided by TPN and in accordance with the specifications and policies set forth by TPN. TPN will not be required to provide advertisements to any website URL that is not in accordance with our policies or specifications.
You are solely responsible for the technology and content of your website(s). TPN is not responsible for anything regarding your website(s) or email lists.
All websites, email lists, companies, or individuals need official approval from TPN before they can become a Publisher. Only website URLs and email lists that have been reviewed and approved are permitted to use the programs. TPN reserves the right to withhold or refuse approval on any web site, email list, company, or individual for any reason, whatsoever.
4. Traffic Levels
Publishers must receive a minimum of 20,000 unique browsers per month and serve at least 50,000 ad impressions per month or have an active email list with more than 50,000 members.
5. Content & Editorial Standards
Each website or email list must meet TPNs quality and editorial standards. The Publisher agrees not to carry objectionable materials on their website which would revoke their affiliation as determined by The Performance Network. Examples of content that do not meet TPNs standards include but are not limited to;
Hate Content, Obscenity and Indecency
- Content articulating views intended or reasonably likely to cause or incite hatred of any race, religion, creed, class or ethnic group.
- Content articulating views calculated to cause offence to or incite hatred of any individual or group.
- Content explicitly glorifying or delivering for the purposes of entertainment, scenes or descriptions of pain, suffering, death, torture or ill-treatment of humans or animals.
- Content that is unlawful by reason of obscenity or indecency under prevailing legislation Broadcasting Services Act 1992.
- Content offering genuine or replica guns, bombs, ammunition or otheroffensive weapons for sale.
- Content glorifying the use of or offering technical information on guns,bombs, ammunition or other offensive weapons.
Any software covertly installed on a user's machine (as distinct from the addition of a cookie to the appropriate location within the user's browser software). Specifically, Spyware is:
- installed without the user's full knowledge;
- cannot be easily uninstalled or disabled;
- covertly transmits information about the user's activities to a remote host often used to facilitate delivery of advertising messages, often with a high frequency those applications that are a sub-set of spyware being, malware(malicious code).
- Malware includes viruses, worms and Trojans. A defining characteristic of malware is that it is intended to cause harm or be otherwise used for criminal purposes. Examples of spyware in this category are keystroke loggers, password sniffers, spam launchers, remote access tools (RATs) and screen capture utilities.
Other Restricted Categories
TPN does not accept inventory in the following categories;
- File Sharing
- Peer To Peer
- Desk Top Applications
- Personal Home Pages
- Politically Sensitive Content
- Uncontrolled Or Unmoderated Forums
- "Self-Generated Content Facilitating Dynamic Downloads
Optional inventory categories
The following types of site may be accepted depending on a number of factors. Publishers are required to notifiy TPN if their current or future inventory falls into one of these categories;
- Non-English Languages
- Moderated Forums
- Incentivised Clicks
6. Unauthorised Code Request
Anywhere that the code requesting the ad isn't owned by the publisher.
- Any advertising delivery taking place outside of inventory, sites and networks specifically contracted to deliver the campaign under a current agreement to purchase advertising space or represent website inventory, governed and controlled by the terms & conditions laid down by the purchasing or representing network.
- This clause is specifically intended to prevent third parties "passing on" tags to unauthorised parties or illicitly placing those tags to deliver advertising in unauthorised content areas that may or may not be appropriate for the campaign and may or may not comply with the IANA content guidelines.
7. Approved Ads Only.
Editing of an Advertiser's program images or copy is strictly prohibited. The Publisher will only use approved banners and text to link to an Advertiser's sign-up pages. The Publisher will not mislead people to make it seem that they are signing up for an offer that is offered by The Publisher site. The Publisher can ONLY use banners and approved text, any other use of link and sign-up processes will result in the loss of all sign ups/leads accrued for The Publisher.
TPN ACTIVELY monitors traffic for Fraud. If we detect Fraud, your account will be made inactive pending further investigation.
If you fraudulently add impressions, clicks or leads or inflate impressions, clicks, leads or conversions by fraudulent traffic generation (as determined solely by TPN, such as pre-population of forms or mechanisms not approved by TPN), you may forfeit your entire commission for all programs and your account will be terminated. TPN reserves sole judgement in determining fraud.
It is the obligation of the The Publisher to prove to TPN that they are not committing or facilitating fraud. TPN will hold your payment in 'Pending Status' until you have satisfactorily provided evidence that you are not defrauding the system.
If any Publisher violates or refuses to take part in their responsibilities, or commits fraudulent activity against us, TPN reserves the right to withhold payment and take appropriate legal action to cover its damages and costs.
Invalid Clicks, Leads and Conversions
Invalid clicks, leads and conversions are clicks, leads or conversions generated by prohibited methods. Examples of invalid clicks, leads or conversions include repeated manual clicking, registrations or the use of robots, automated tools, or other deceptive software. Invalid clicks, leads and conversions are sometimes intended to artificially or maliciously drive up an advertiser's clicks, leads or conversions or a publisher's earnings. Sources of invalid clicks, leads and conversions include:
- Manual clicks or registrations intended to increase costs to the advertiser or to increase profits for publishers hosting the advertising.
- Clicks or registrations by automated tools, robots, or other deceptive software.
Incentivised Clicks, Leads and Conversions
Incentivised clicks, leads or conversions are where users are rewarded for clicking or registering. Incentivisation is prohibited where it increases a publisher's earnings. For example incentivising clicks cannot be used on Cost Per Click Campaigns and incentivised registration or opt-in cannot be used on Cost Per Lead or Cost Per Acquisition campaigns.
The Publisher will not spam or send unsolicited email mentioning or promoting the Advertisers' programmes. The Publisher promoting through email is in compliance with New Zealand's and Australia's anti-spam legislation including but not limited to the Australian Spam Act 2003 . The Publisher will only send solicited email communications which truthfully identify the source or the originating The Publishers Company. Any violation of this will result in the Publisher being liable for damages.
TPN may disclose your involvement with TPN unless you request for your involvement not to be disclosed publicly in writing. TPN reserves the right to disclose your involvement for the purposes of an audit of the website and email lists running advertisements.
Counting and tracking of media advertisements and hence earnings shall be based on TPN 's internal reporting counting and/or tracking procedures only. Duplicate leads and conversions including where the advertiser obtained the lead previously from an alternate source will be excluded from CPL and CPA campaigns earnings. Reports represent estimated earnings and may be adjusted based on non-payment by advertiser or disapproval of invalid clicks, leads or conversions.
Your Right To Terminate.
You may terminate this Agreement and your account at anytime, by providing written notice to us. Except as otherwise provided in this Agreement.
Our Right To Terminate.
TPN reserves the right to terminate any Affiliate's/Publisher's/Partner's contract for any reason whatsoever. Termination notice will be provided via e-mail and will be effective immediately. All legitimate moneys due to The Publisher will be paid during the next billing cycle. If The Publisher defrauds the system, then payment is revoked as determined solely by TPN.
Effect of Termination.
Upon termination, you will no longer be able to access your Publisher Account. Regardless of which party terminates this Agreement you must remove TPN code from your site within 5 working days .
Relevant Sections shall survive any termination of this Agreement.
13. Liability & Warranties.
If any The Publisher violates or refuses to take part in their responsibilities, or commits fraudulent activity against us, TPN reserves the right to withhold payment and take appropriate legal action to cover its damages and costs.
TPN gives no warranty, express or implied, for any and all services and products provided, including, but not limited to, warranty of merchantability and warranty of fitness for a particular purpose. This statement expressly includes any reimbursement for losses of income due to disruption of service by TPN or its upstream providers.
14. Your Representations;
You guarantee that all content, products, and services on your website are legal to distribute and that you own or have the legal right to use any and all copyrighted material.
The Publisher irrevocably covenants, promises and agrees to indemnify TPN and to hold TPN harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, arising from any and all claims and lawsuits for copyright, slander, libel, and trademark violation as well as all other claims resulting from member's web pages or email content.
- Confidential Information" means any information disclosed to you by TPN , either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that you can establish
- was publicly known and made generally available in the public domain prior to the time of disclosure to you by TPN ;
- becomes publicly known and made generally available after disclosure to you by TPN other than through your action or inaction; or
- is in your possession, without confidentiality restrictions, at the time of disclosure by TPN as shown by your files and records immediately prior to the time of disclosure.
You shall not at any time
- disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information,
- use any Confidential Information, or reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you or as required by applicable law. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain TPN 's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to TPN immediately upon TPN's request.
We will provide all notices to you to the contact person and at the address, email address, or fax number identified on your account. You must send all notices to us using the contact form or postal address published on our website.
16. No Agency.
The parties to this Agreement are independent contractors and this Agreement does not create and shall not be construed to create an agency, partnership, joint venture or other association relationship between the parties.
17. Use of Website Inventory.
By providing your website inventory to TPN you are irrevocably granting TPN, its licensees, and any entities in TPN, the right to display advertisements within it. TPN will provide advanced notification of advertisements or 3rd party ad pools proposed to run in the inventory.
No conditions other than those set forth in this Agreement shall be binding on us unless we expressly agree in writing signed by an authorized representative of TPN . TPN may change this Agreement at any time by e-mail notification to you. Any use of the TPN after such notice shall be deemed to be continued acceptance of this Agreement including its amendments and modifications. TPN reserves the right to discontinue offering TPN at any time.
19. Changes to Terms and Conditions.
TPN reserves the right to change any conditions of this contract at any time. Change notices are sent to Publishers by email, and Publishers are responsible for complying with any changes to the contract within 10 calendar days from the date of change. Failure of The Publisher to terminate the agreement within those 10 calendar days will constitute acceptance of the changes to this contract.
- shall be governed by and construed in accordance with the internal substantive laws of Sydney, NSW, Australia, without giving effect to its principles of conflicts of law; and
- constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties concerning the subject matter hereof. You submit to jurisdiction and venue in the Sydney courts located in Australia and further agree that any cause of action you may bring arising under this Agreement will be brought by you exclusively in a Sydney, NSW, court located in Australia . Advertiser agrees to pay all legal expenses of TPN including reasonable legal fees, should Advertiser be found in breach of this Agreement. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
- Make all payments in AUD
- Make payment by bank transfer
- Make payment once the payment threshold has been reached
- Inform publisher of any changes to initial estimated earnings due to advertiser non-payment, or the disapproval of invalid clicks, leads or conversions.
- Make payment within 45 days of the end of the month advertisement display.
Fees and Commissions.
The publisher will receive 50% of the ads revenue, TPN will pay upstream media agency commissions and ad serving costs from the other 50%, typically being 0%-35% which leaves TPN with between 15% and 50% as its fee. If an advertisement is sourced from an upstream network or similar partner then the publisher will receive 50% of the amount paid to TPN by the network or partner.
Out of Scope Support.
Support, training and consulting not directly related to deploying standard campaigns will be billed at $185 per hour. You will be notified if a request is likely to attract a charge
Claims or Disputes.
Your sole remedy to claims or disputes is to submit any claims or disputes you may have with respect to any charge to your account in writing to TPN within 60 days of such charge otherwise such claim or dispute will be waived and such charge will be final and not subject to challenge.
Commission payment totals must exceed $100 or other higher defined payment threshold, otherwise this payment will not be made until the $100 or higher agreed payment threshold minimum is reached. International Affiliates/Publishers/Partners (outside of Australia or New Zealand) agree to a minimum $3,000 to be reached.
The undersigned duly authorised representatives have executed these Terms as of the Effective Date.