vSummitExperts Partners PUBLISHER SERVICE AGREEMENT
Howdy partner! Welcome to our super boring (but according to our lawyer, totally necessary) vSummitExperts Affiliate Agreement. These terms will walk you through how our vSummitExperts affiliate program work and what you can expect from us. As an vSummitExperts affiliate, we strive to always do whatever we can to make sure you’re 100% happy including our industry leading platform and services, and awesome customer service. However, there are certain things that we can’t directly control. Regardless, we still want you to know that we’ll always strive to have your back to the best of our ability which is where the below comes in. Enjoy and thanks for being an awesome VSE partner!
Here’s a few example guidelines for promotion of things to avoid:
• Taking out paid advertisements (SEM, FB, IG, Display) that directly compete with the vSummitExperts brand
• Building audiences that only target current vSummitExperts clients
• Becoming a vSummitExperts client for the sole purpose of reselling or trading
• Not being cool
Below is the full publisher service agreement for our affiliate program (aka Partner Program). To be an authorized affiliate of the VSE Partner Program, you agree to abide by the terms and conditions contained in this agreement. Please read this agreement carefully before registering and using the VSE Partner Program as an affiliate.
By signing up for the VSE Partner Program, you indicate your acceptance of this agreement and its terms and conditions. This Affiliate Publisher Service Agreement (this “Agreement”) shall govern the relationship between Gaber Co LLC, a New York State Limited Liability Company (“vSummitExperts”; or “VSE”; or “Gaber Co”), and the party requesting the Services (“You” or “Publisher”). You and vSummitExperts may also be individually referred to herein as “Party” and collectively as “Parties.”
TO USE OR ACCESS THE SERVICES OR PLATFORM , YOU MUST AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT BY CLICKING “I ACCEPT” WHERE INDICATED. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU HAVE NO RIGHT OR AUTHORITY TO ACCESS OR USE THE SERVICES, PLATFORM OR EXERCISE ANY OTHER RIGHT IN CONNECTION THEREWITH.
If You have registered for or on behalf of an entity, you are deemed to have accepted this Agreement on behalf of such entity. Such entity shall be the Publisher for purposes of this Agreement. To the extent Publisher is a network of third parties, then Publisher shall be responsible to ensure that such third parties comply with the terms of this Agreement and the terms of the applicable Advertiser Program(s). If You do not agree to the terms of this Agreement in its entirety, You are not authorized to: (a) register as a publisher; (b) use the Service; and/or (c) use the Site or Platform, in any manner or form whatsoever. vSummitExperts may, in its sole discretion, refuse to register You as a publisher and/or terminate Your participation in an Advertiser Program (as defined below) at any time for any reason. To the extent that the terms of any Advertiser Program are in conflict or inconsistent with this Agreement, this Agreement shall take precedence and control.The term “Publisher Group” shall refer to the Publisher, any other entity or person under common control with , controlled by, or which controls, Publisher. Reference in this Agreement to Publisher Group shall refer to all the members of Publisher Group or singular members of Publisher Group, as appropriate.You agree to use the Platform, the Service and any additional products and/or services offered by vSummitExperts only in accordance with this Agreement. vSummitExperts reserves the right to make changes to the Site, Service , Platform, and this Agreement at any time and the revised version of the Agreement shall become effective after 30 days of being posted on the Site. Following such 30 day period, Your continued use of the Site, Platform, and/or Service after any such modification thereof shall constitute Your consent to such modification.
EXCHANGE:
vSummitExperts uses the Platform for its affiliate marketing program. An affiliate marketing program (“Advertiser Program”) is where a Publisher or its agent operates one or more web site(s) (domain or portion of a domain within the Internet), groups and/or subscription e-mail list(s) (each, a “Publisher Medium”) to earn financial compensation (“Publisher Fees”) for sales (“Transactions”) generated from such Publisher Medium through a purchase made by a customer (each, a “Customer”) on the Site. vSummitExperts may add, modify, or remove Advertiser Programs at any point without prior notice.
In consideration of the mutual covenants and agreements contained herein, the Parties, intending to be legally bound, hereby agree as follows:
1. Participation in Advertiser Programs:
a. Accessing Advertiser Programs:
Publisher may apply to Advertiser Programs for the opportunity to earn Publisher Fees by promoting (i) certain Deals, and/or (ii) VSE client packages, in accordance with the applicable Advertiser Program terms and this Agreement. Once approved by vSummitExperts for acceptance into a certain Advertiser Program, Publisher consents to and shall be bound by the terms and conditions of the Advertiser Program and Publisher may utilize links to the Site or offers in accordance with the applicable Advertiser Program terms and this Agreement.
b. Advertiser Program Terms:
The terms, conditions and other details of an Advertiser Program shall be available through the Platform in each CSP. The Parties shall agree to specific terms of the Advertiser Program in each individual “Client Selected Package” (“CSP”). CSPs contain any supplemental terms and conditions agreed between the vSummitExperts and the Publisher and are created using the “Insertion Order” function on the Platform. The CSPs shall specify the Transactions and qualifying parameters that entitle Publisher to Publisher Fees from vSummitExperts. Any conflict between provisions of this Agreement and provisions of the applicable CSP shall be resolved in favor of the provisions of the CSP. Please print a copy of these documents for future reference.
2. Publisher Requirements with vSummitExperts:
a. Registration:
To use the Site and Platform as a Publisher, You must provide vSummitExperts with truthful, accurate and complete registration information. If any such information changes, You must immediately contact vSummitExperts to update Your registration information.
b. Valid Information:
Publisher agrees to provide vSummitExperts with valid information about Publisher and Publisher’s promotional methods, and to maintain up-to-date account information,including contact information, Publisher Mediums used, ownership, and any other information requested by vSummitExperts. vSummitExperts has the right to confirm and check the truth and accuracy of any registration information at any time. Please note that the verification of Your registration information, specifically, name, address and tax identification number, against third -party database(s) may be considered under certain laws to constitute a “credit check” and You hereby consent to any such verification process. Notwithstanding that, Your participation in the Services as a publisher does not depend on Your credit worthiness or financial stability. If any information is determined by vSummitExperts to be misleading, inaccurate or untruthful, vSummitExperts may restrict, deny or terminate Your account, Your access and use of the Services, Platform and the Site, and/or any benefits derived from Your participation in any Advertiser Program, including the withholding or forfeit (in whole or in part) of any Publisher Fees to vSummitExperts.
c. Standards:
Publisher represents and warrants that all promotional means utilized by Publisher (a) will not contain objectionable content (including but not limited to content that is misleading, illegal, and/or promoting illegal goods, services or activities), and (b) will not mislead others. You further represent and warrant that the content of Your Publisher Mediums (including, but not limited to, communications sent or posted via the Publisher Mediums) do not promote, advocate, facilitate or otherwise include any of the following: (i) hate speech or material that discriminates on the basis of race, ethnicity, gender, age, disability, religion or sexual orientation;(ii) investment, money-making opportunities or advice not permitted under law; (iii) violence or profanity; (iv) pornographic, obscene, sexually explicit or related content; (v) material that defames, abuses, is libelous, is tortuous or threatens physical harm to others; (vi) material that displays any telephone numbers, street addresses, last names, URLs, e -mail addresses, any confidential information or any other personally identifiable information of any third person; (vii)material that impersonates any person or entity; (viii) any indication that any statements You make are endorsed by vSummitExperts and/or a Partner, without vSummitExperts’s and/or Partner ‘s express prior written consent; (ix) promotion of illegal substances or activities (e.g., illegal narcotics, how to build a bomb, counterfeiting money); (x); content which is inappropriate or harmful to children; (xi)promotion of terrorism or terrorist-related activities, sedition or similar activities; (xii) software pirating (e.g., warez, hotline); (xiii) hacking or phreaking; (xiv) any material that contains softwareviruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xv) any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e.”spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet; (xvi) any software, product or service that harvests or collects the personal information of Internet users, whether or not for commercial purposes, without the express consent of such users; (xvii) any spoofing, redirecting or trafficking from other websites in an effort to gain traffic; (xviii) any content that infringes upon the intellectual property rights of any third party or any other right including, without limitation, false advertising, unfair competition, invasion of rights of publicity or privacy; (xix) gambling, contests, lotteries, raffles, or sweepstakes; (xx)any material that violates CAN-SPAM or any similar or comparable laws in any other country or jurisdiction in which You operate; or (xxi) any illegal activity whatsoever (including any violations of U.S. state or federal law or regulation, Canadian provincial or federal law or the laws of any other country or jurisdiction in which You operate). vSummitExperts may review Publisher information,conduct and any suspected fraudulent, abusive or otherwise illegal content or activity. Any validated breach of this Section is grounds for immediate termination of this Agreement, forfeit of Publisher Fees, and deactivation of Publisher’s account.
d. Promotional Method Restrictions:
(i) Publisher agrees that it shall comply with all laws and regulations and will not engage in spamming, unlawful mass emailing or any unapproved emailing or in any way fail to comply with the CAN SPAM Act of 2003, 15 U.S.C. 7701, et seq., as amended, or any comparable laws (including, but not limited to, the California version of CAN-SPAM), rules or regulations in any country from or to which Publisher is accessing the Site, Platform or the Services or participating in any Advertiser Program, that govern email marketing and advertising. Publisher agrees that its promotional activities will not infringe on vSummitExperts intellectual property rights, including but not limited to copyright and trademark rights. Publisher shall not perform trademark bidding (on vSummitExperts or Gaber Co LLC trademarks, name, brand, or brand elements) or direct linking on search engines including on Google, Yahoo, Bing and MSN. By “direct linking” this agreement refers to sending traffic directly from the search engine to the Site without use of an intermediary landing page. Publisher shall not create or use any Publisher Mediums on behalf of vSummitExperts that use the vSummitExperts or Partner’s trademark(s), brands, or brand elements. Nor shall Publisher create or use any Publisher Medium that has a name similar to, or likely to create confusion with, vSummitExperts or a Partner’s name or branding. Publisher may use vSummitExperts (or VSE) name to describe the Deal in a factual manner. vSummitExperts reserves the right at any time to further restrict what activities are considered valid and will entitle Publisher to Publisher Fees under this Agreement. vSummitExperts reserves the right to withhold, refuse or withdraw approval of any Publisher Mediums or other marketing channels for any reason, whatsoever, in vSummitExperts’s sole discretion. Only Publisher Mediums or other marketing channels that have been reviewed and approved by vSummitExperts may be utilized in connection with the Site, Platform, or Service.
(ii) Publisher may not use vSummitExperts name, or any variation thereof (the“Restricted Names”), in any manner not expressly authorized by this Agreement. Publisher may NOT purchase domain names that have the Restricted Names, variations there of, or misspellings in them; Publisher may NOT use the Restricted Names, or any variation thereof, in hidden text or source code; Publisher may NOT use the Restricted Names, or any variation thereof, in its domain or sub- domain; Publisher may NOT engineer its site in such a manner that pulls Internet traffic away from vSummitExperts.com, Publisher may NOT engineer its site in such a manner that would be considered “keyword stuffing,” such as using terms in hidden or live text that is meant to attract search engine spiders in order to determine higher relevancy to vSummitExperts.com; Publisher may NOT purchase any keywords on search sites related to the Restricted Names or any variation thereof. Publisher may NOT engage in any paid advertising that prominently displays the Restricted Names, trademarks, brands, or brand elements of vSummitExperts.
e. Creative and Tags:
Publisher shall not alter, modify or otherwise change the creative content, links and code used to create the advertisements, text link, banner ad or coupon(“Creative”), or any Creative-related feature, that it obtains access to in connection with any Advertiser Program in any manner whatsoever, without vSummitExperts’s prior express written consent. PUBLISHER AGREES TO REVIEW THE AVAILABILITY OF CREATIVE THAT IT HAS PLACED WITHIN ITS MEDIA ON A DAILY BASIS. IT IS THE PUBLISHER’S RESPONSIBILITY TO CHANGE CREATIVE WITHIN ITS MEDIA WHEN THE CREATIVE IS NO LONGER AVAILABLE ON THE SITE OR THE PLATFORM (AS THE CASE MAY BE). vSummitExperts ASSUMES NO RESPONSIBILITY TO NOTIFY PUBLISHER WHEN A SPECIFIC CREATIVE IS NO LONGER AVAILABLE ON THE SITE.In addition, Site integration tags and tracking pixels (“Tags”) included in the Creative or otherwise incorporated may not be altered under any circumstances. vSummitExperts employs a testing system to determine whether You have removed or altered the Tags. Altering, removing or disabling Tags may jeopardize Your ability to be paid for Transactions and is grounds for immediate termination of this Agreement and/or any CSP, with or without notice. You will not, nor knowingly permit any person to, activate Creatives or inflate the amount of Transactions through any deceptive or misleading practice, method or technology including, but not limited to, the use of any spyware, device, program, robot, Iframes, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing an Transaction.
f. Personally Identifiable Information of Visitors:
Publisher represents and warrants that Publisher will not enable the tracking code to collect personally identifiable information (including,but not limited to, emails) of Customers or potential Customers that would allow You to personally identify such Customer or potential Customer.
g. Privacy Policies:
You will ensure that any and all websites employed by You in connection with Your participation in any Advertiser Programs will feature an easy-to-understand privacy policy, linked, at a minimum, conspicuously from such website’s home page, with a link that contains the word “Privacy”, “Legal”, “Terms” or similar language. Such privacy policy shall, in addition to the disclosures about Your privacy practices, identify the collection, disclosure and use of any information related to an end user that You provide or may provide to vSummitExperts or other websites or persons. Such privacy policy shall also provide information on your use of tracking devices, such as but without limitation to, cookies, including tracking devices enabled by vSummitExperts at your request on your behalf. Your website will also include, where required, information regarding the removal of cookies and other tracking devices.
h. VSE REMEDIES. IN ADDITION TO ANY REMEDIES AVAILABLE TO vSummitExperts, PUBLISHER SHALL FORFEIT ANY AND ALL PUBLISHER FEES DURING THE PERIOD IN WHICH PUBLISHER WAS IN VIOLATION OF THIS AGREEMENT.
3. vSummitExperts’s Services:
a. Access to Site, Platform and Service. Advertiser Program data compiled by vSummitExperts including, but not limited to, numbers and calculations regarding Transactions and associated Publisher Fees (“Program Data”), will be calculated by vSummitExperts through the use of affiliate tracking software and shall be final and binding on You. Any questions regarding the Program Data must be submitted in writing within fourteen (14) days of initial appearance in the tracking system; otherwise the Program Data will be deemed to be accurate and accepted by You. Publisher understands and agrees that on occasion the Service, the Platform, and/or the Site may be inaccessible, unavailable or inoperable. vSummitExperts will attempt to provide the Service on a continuous basis, but is under no obligation to provide the Service or maintain the availability of the Site on a continuous or uninterrupted basis. vSummitExperts’s failure to deliver the Service because of technical difficulties does not represent a failure to meet the obligations of this Agreement.
b. Tracking Publisher Fees: vSummitExperts, through the use of it’s affiliate tracking software, shall track actual Publisher Fees that should be credited to Publisher’s account.
c .Access to Tracking and Reporting Tools: vSummitExperts shall provide Publisher with access to tracking and reporting tools via the Platform, and to other various support services that may be updated from time to time on the Site.
d. Support: Support for Publisher’s program is available by contacting vSummitExperts and reaching the appropriate person or support services.
e. Payout Commission: Unless an CSP specifies different Publisher Fees, Publisher Fees are based on the following volume tiers per calendar month (“Volume Tier”):
Payout 1: Earn $100USD bonus by signing up. This bonus will be applied upon application approval.
Payout 2: Earn $1000USD for each order sale amount on new vSummitExperts customers.
Publisher Fees volume tiers are reset at the beginning of each calendar month. The Volume Tiers and corresponding payouts are subject to change at the beginning of any calendar month with at least five (5) days’ prior notice (notice via Platform or email shall suffice).
e. Payment of Publisher Fees:
Subject to other provisions in this Agreement and unless otherwise stated in an CSP, all tracking and payment processing facilities in relation to the tracking of Transactions and Publisher Fees shall be provided by Gaber Co. Gaber Co shall aggregate payments due from vSummitExperts to the Publisher and make payments to the Publisher in accordance with the payout rate agreed to in each CSP. vSummitExperts shall have no obligation to make payment of any Publisher Fees for which payment has not cleared to vSummitExperts of all monies due to vSummitExperts. All Publisher Fees will be paid in US Dollars ($US). Notwithstanding anything contained herein to the contrary, no Publisher Fees will be issued for any amounts due to Publisher that total less than one thousand dollars ($1000.00) (“Payment Threshold”). Upon termination of this Agreement, all Publisher Fees due to Publisher that were actually collected, even amounts below the Payment Threshold, will be paid during the next billing cycle. If vSummitExperts suspects that Publisher has earned Improper Fees (as defined below), vSummitExperts may delay payment of Publisher Fees until it completes its review of the suspected Improper Fees. Every Publisher must have a unique, valid taxpayer identification number, valid Social Security Number, or other applicable unique government identification. Publisher shall be responsible for all applicable taxes or applicable processing fees. Publisher shall provide vSummitExperts with a recently executed W-9 or W -8-BEN (as applicable) at least once a year. vSummitExperts may withhold payment of some or all Publisher Fees until a recently executed W-9 or W -8-BEN (as applicable) has been provided by Publisher. Payment Threshold period: Any publisher payment above $1000 will be held for a period of 45 days after fees are awarded to avoid any chargeback from clients.
f. Chargebacks:
A Transaction can be canceled or returned by a Partner or vSummitExperts(“Chargeback”) if: (a) the Transaction is incomplete; (b) if a Customer has canceled or returns a Transaction; (c) if the Transaction has been made fraudulently or in an otherwise non bonafide manner; (d) if the Transaction is carried out by a person who is outside the area serviced by the applicable Partner; (e) if the applicable Partner is unable to ship goods to a customer in relation to the Transaction or (f) there is any failure on the part of the Publisher to comply with this Agreement and/or the terms of the applicable CSP. Each CSP shall state the period of time within which a Partner or vSummitExperts may apply a Chargeback. If no such period is stated, then the default period shall be seventy (30) days.
g. Fraud / Breach of Terms:
vSummitExperts monitors traffic, Transactions, Publisher Fees and other Advertiser Program-related activities for Publisher Fees generated by (i) fraud or (ii) breach of the terms of this Agreement (collectively, “Improper Fees”). If vSummitExperts suspects that Your account has been used in a fraudulent manner or in breach of the terms of this Agreement, Your account may be deactivated effective immediately and with no notice to You pending further investigation. vSummitExperts reserves sole judgment in determining fraud or Improper Fees and You agree to be bound by any and all such determinations. It is the obligation of Publisher to prove to vSummitExperts that it has NOT engaged in fraud or earned Improper Fees. If Publisher is unable to provide vSummitExperts with satisfactory evidence that it has not engaged in fraud or earned Improper Fees within seven (7) days of Your Publisher Fees being placed in “Pending or Delayed Status,” then vSummitExperts may terminate Your account and cancel payment on the applicable Publisher Fees, at its sole discretion and without any further obligations to You. For the avoidance of doubt, if You add Transactions, or inflate Transactions, through the use of fraudulent means of traffic generation, as determined solely by vSummitExperts, You will forfeit all of the Publisher Fees related to that Advertiser Program, and Your account may be terminated effective immediately. If vSummitExperts discovers any previously paid Improper Fees, then upon three (3) days’ prior written notice (i) Publisher shall pay to vSummitExperts an amount equal to the Improper Fees or (ii) vSummitExperts may reduce any Publisher Fees currently owed to Publisher by such amount. vSummitExperts’s aforementioned notice shall set forth the amount of Improper Fees previously paid to Publisher.h.Use of Site, Platform and Services. You may not use the Site, Platform or the Service in connection with aggregating, soliciting or recruiting Partners, other publishers, other sites or other persons to form or join a marketing, advertising or similar network.
4. Proprietary Right:
a. Linking:
For each Advertiser Program that Publisher has applied to and been accepted to, vSummitExperts is granting to Publisher the right to link to the Site or web offers in accordance with the Advertiser Program terms in the applicable CSP and this Agreement.
b. vSummitExperts’s Use of Publisher’s Information:
Publisher authorizes vSummitExperts to utilize Publisher’s otherwise protected information subject to the provisions of Section 5 below related to confidentiality of Publisher’s identification and marketing data.
c. License Grant to Publisher: Subject to this Agreement and the terms of the applicable Advertiser Program and the duration of each CSP, vSummitExperts grants to Publisher a revocable, non-transferable, royalty free, license to use the Site, and the Creative supplied by vSummitExperts through the Platform to the extent necessary only for the Publisher to perform its obligations under each CSP. Publisher may not remove or alter any copyright, service marks or trademark notices. vSummitExperts reserves any and all rights not explicitly granted in the Agreement.
5. Confidentiality:
Each Party will take commercially reasonable actions designed to protect the Confidential Information of the other Party from misappropriation and unauthorized use or disclosure, and at a minimum, will take precautions at least as great as those taken to protect its own confidential information of a similar nature. The receiving Party may disclose Confidential Information of the disclosing Party to the extent necessary to comply with applicable Law. Upon request of the other Party, or in any event upon any termination or expiration of this Agreement, each Party will return to the other or destroy all materials, in any medium, which contain, embody, reflect or reference all or any part of any Confidential Information of the other Party. This Agreement and the terms herein and in any CSPs shall be the Confidential Information of vSummitExperts. Either Party will be entitled to seek preliminary and/or permanent injunction relief from any violation or threatened violation of this Section 5 without the necessity of proving actual damages or posting any bond or other security.”Confidential Information” means all confidential and/or proprietary information and documents furnished or disclosed by or on behalf of a Party or its affiliates, no matter when or how furnished or disclosed. Confidential Information includes, without limitation, (a) all nonpublic information relating to a Party’s or its affiliates’ technology, business plans, agreements, promotional and marketing activities, finances and other business affairs, and (b) all third party information that a Party or its affiliates is obligated to keep confidential. Confidential Information may be contained in tangible materials, such as drawings, data, specifications, reports and computer programs, or may be in the nature of unwritten knowledge. Confidential Information does not include any information that (w) has become publicly available without breach of this Agreement, (x) can be shown by documentation to have been known to the receiving Party at the time of its receipt from the disclosing Party or its affiliates, (y) is received from a third party who did not acquire or disclose such information by a wrongful act, or (z) can be shown by documentation to have been independently developed by the receiving Party without reference to any Confidential Information.
6. Notices:
Except as provided elsewhere herein, Publisher must send all notices relating to this Agreement in writing via VSE contact form. All notices from vSummitExperts shall be sent to the email address submitted by You when You signed up for the Service. Notices of termination of an CSP by vSummitExperts for convenience shall be made via the Platform or by email.
7. Term:
The Agreement shall commence upon vSummitExperts’s acceptance of Your publisher application and remain in effect until terminated as set forth herein. Each individual CSP shall continue until the earlier of: (a) a Publisher terminating the CSP using the Platform interface; (b) VSE terminating an CSP for convenience pursuant to the terms of an CSP including notification requirements using the Platform interface; (c) VSE terminating when Partner ’s budget has been met; (d) either Party terminating this Agreement or an CSP for breach by the other Party; (e) a Party terminating an CSP during the ‘Change Notification Period’ if the Party does not agree to the other Party’s proposed changes; (f) the date of expiration specified in the CSP; (g) a Party is no longer eligible to use the Platform. An CSP may specify whether there is a cure period for breach prior to termination.