Terms for advertisers – Coupon campaigns (U.S. entities)

This agreement is between you, the Advertiser (“Advertiser”), and Admitad Inc., registered and incorporated in the USA with a registered office at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex  (“Admitad” or the “Company”).

1. Introduction

1.1 Admitad agrees to provide the Advertiser with the ability to submit Coupons (as defined below) for distribution through the Admitad Partner Network, as defined herein, subject to your compliance with the terms and conditions of this Agreement. By enrolling as an advertiser, the Advertiser, its agents, representatives, employees, and any other person acting on its behalf with respect to the use of the Admitad Partner Network, shall be bound by, and agrees to be bound by, this Agreement.

2. Definitions

In this Agreement, the following terms shall have the these meanings, unless otherwise noted:

– “Admitad Partner Network” – shall mean the proprietary website(s), platform, program, system and all the related tools to be provided by Admitad that enable the Advertiser to promote their products and campaigns through the Admitad Partner Network.

– “Program” – shall mean a program (campaign, offer) created by the Advertiser within the Admitad Partner Network to promote a specific product and/or service.

– “Publisher” – shall mean a media partner or affiliate who is signed up to the Admitad Partner Network and agrees to promote the Advertiser’s products and/or services by placing Coupons on their Internet resource(s).

– “Advertiser” – shall mean a business that chooses to promote either their own products and/or services on the Admitad Partner Network in accordance with the terms of this agreement.

– “Coupons” – shall mean promotions of a product, brand, or service in order to attract interest, engagement and sales. Coupons come in a form of a promo code, discount code or other promotional materials having the code/number necessary for tracking purposes and having the goal of the Internet user to use the coupon on the Advertiser’s website. Coupons may have a corresponding image or logo, and for the purposes of this Agreement the aforementioned code together with the corresponding images/logos (if any) shall be considered Coupons.

3.  General Provisions

3.1. This Agreement shall become effective upon the Advertiser accepting this Agreement by using the elements of screen interface in the Admitad Partner Network. The date the Advertiser accepts the Agreement will be the “Effective Date”, unless there is a signed agreement/insertion order between the Advertiser and Admitad referencing this document – in that case, the date in the signed agreement/insertion order shall be the “Effective Date”.  The Agreement will remain in effect unless terminated in accordance with this Agreement.

3.2. All the information that the Advertiser provides to Admitad must be accurate and true to their knowledge at the time of submission. It is the sole responsibility of the Advertiser to keep all user account information up to date. Failure to provide accurate information may result in account termination as outlined in this Agreement.

3.3. Admitad reserves the right to refuse applications and acceptance of any advertiser is subject to the sole discretion of Admitad. The Advertiser hereby consents to Admitad using the Advertiser’s details and Personal Data for the purposes of carrying out any factual checks that it considers to be necessary to confirm the identity of the Advertiser, its suitability for (and the suitability of the Advertiser’s Website(s)) for the Admitad Partner Network and any other matter which is connected to the Advertiser’s application and, whenever subsequently accepted by Admitad is connected to its activities and role as an Admitad’s Advertiser.

3.4. If the Advertiser is accepted into the Admitad Partner Network, they will be required to complete a Know Your Customer (KYC) validation. This may involve submission of tax residency certificate, company registration document and/or other similar documents.  

3.5. KYC Documentation is held privately by Admitad and will be reviewed and assessed by Admitad’s compliance team, who have full discretion to evaluate whether the provided documentation is both genuine and acceptable. Admitad reserves the right to request further documentation in any specific Advertiser’s case and reserves the right to refuse the Advertiser.

3.6. The Advertiser will also be required to provide a billing address to Admitad’s Partner Network.  This address will be subject to verification by the Admitad compliance team.

3.7. The Advertiser may be requested to make a test bank transaction for validation purposes, which amounts will be accounted for the future Admitad services.

3.8. This Agreement sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Only a written document signed by both parties, including but not limited to the corresponding Insertion order or agreement, may change, modify or amend the terms of the Agreement.

4. Relationship

4.1. As of the effective date of this Agreement (“Effective Date”), the Advertiser agrees to accept and pay for, and the Company agrees to provide, the services identified and set forth in the Agreement (“Services”).

4.2. The Advertiser acknowledges that Admitad may legitimately need all information, assistance, and cooperation from the Advertiser to carry out its obligations in relation to their contractually binding.

4.3. The Parties hereby confirm that only the Coupons submitted to Admitad by the Advertiser via the Admitad Partner Network or means of electronic communication shall be used.

4.4. Subject to the terms of this Agreement, the Advertiser will be permitted to create a Program in the Admitad Partner Network.

4.5. Unless agreed otherwise, the Advertiser is required to promote the Program on the homepage of its website and provide a link to Admitad’s website for potential Publishers to apply.

4.6. The Advertiser agrees to be solely responsible for the Coupons, their contents, their validity, conditions of their use and/or application and provision of the information on such conditions to Admitad, as well as the manner in which they are being used by Publishers to promote the Advertiser’s products and/or services.

4.7. The Advertiser is solely responsible for its website content and the products and/or services promoted and/or sold from that website (including and without limitation, compliance of the same and all applicable laws regardless of the Advertiser’s location). Admitad shall not be responsible, under any circumstances, for the practices of any specific Advertiser or Publisher or for the content of their websites, Coupons, posts, or emails or other communications using the Admitad Partner Network, and Admitad shall have no liability (whether in contract, tort, negligence, or otherwise) for the same.

4.8. The Advertiser shall compensate Admitad against all costs (including, without limitation, legal costs), claims, losses, damages, defamation, and awards suffered or incurred by Admitad in relation to the Advertiser’s website content, Coupons, posts, or emails, or similar communications and the products and/or services promoted and/or sold from the Advertiser’s website including, without limitation, any and all claims, losses, damages, and awards against Admitad with respect to non-compliance of the Advertiser website, its content and/or the goods and/or services marketed and/or sold through it with all applicable laws.

4.9. The Advertiser shall compensate Admitad if, without Admitad’s knowledge and consent, it enters into direct cooperation with the Publisher(s) acquired by Admitad during the course of the Program. The grace period between Publisher’s resignation from the cooperation through the Admitad Partner Network and the commencement of direct cooperation with the Advertiser is 6 months. In the case of establishing direct cooperation with a Publisher without fulfillment of the period indicated, the Advertiser is obliged to pay Admitad compensation in the amount of the Publisher’s commission from the last six (6) months of activity in the Program. This provision does not apply if the Publisher(s) provides to the Advertiser a different range of activities in a different commission model than the range of activities carried out in the Program.

The Advertiser acknowledges works with Admitad on an exclusive basis. In the event of cooperation with an alternative party providing the same or similar services to those provided to the Advertiser by Admitad, the Advertiser shall be obliged to pay Admitad compensation in the amount of six (6) months of commission calculated on the basis of Program commission for the last six (6) months prior to the breach of contractual provisions, unless otherwise provided by supplementary agreement between the parties. If the Advertiser breaches the contractual provisions before the period allowing for the calculation of the compensation, i.e. six (6) months of cooperation, Admitad is entitled to charge compensation as an average daily commission of the last 30 days before the abuse occurred multiplied by 180. 

4.10. The Advertiser acknowledges that Admitad shall accept no responsibility for unwanted actions and Publisher’s traffic that comes through the Advertiser’s Program(s) based upon the settings of the Advertiser. In order to run the Coupon Program/Coupon Redemption Program the Advertiser has to enable traffic from coupon websites (Publisher’s resources).

4.11. Advertiser Program Details are the details of the Advertiser Program, and any Programs shall be contained within the Advertiser’s Program listing in the Admitad Partner Network. The Advertiser independently fills in the data about their Program. In case of changing the Advertiser Program Details, the Advertiser shall contact Admitad by email at the following address: advsupport@admitad.com. The Advertiser’s Program segmentation and specifications will be published after review by the Admitad Partner Network. Any update or revision to the Advertiser’s Program may trigger a new verification by Admitad Partner Network. Notwithstanding the preceding, nothing contained on the Advertiser listing may conflict with this Agreement, and any such conflicting terms and conditions shall be void.

For the avoidance of doubt, only Coupon Programs/Coupon redemption programs can be launched under this Agreement.

4.12. Positioning of the Coupons within the Admitad Partner Network is at the sole discretion of Admitad and its Publishers. Admitad does not guarantee that the Advertiser’s Coupons will be available through any specific part of the Admitad Partner Network, when the Advertiser’s Coupons will be placed or the placement and positioning of the Advertiser’s Coupons. Admitad reserves the right to reject any Coupon for any reason at any time. Admitad reserves the right, at any time, to remove any of the Advertiser’s Coupons if Admitad determines (in its sole discretion), that the Coupon or any element thereof, violates any of Admitad’s policies/terms or may result in liability for the Admitad Partner Network. Admitad’s failure to reject any Coupon shall not be construed as an acceptance of the Coupon, nor shall it negate other provisions of the Agreement, specifically with respect to liability.

4.13. The Advertiser grants to Admitad and Publishers a non-transferable, royalty free, worldwide license to display all trademarks, logos, service marks, trade names, and/or copyrighted material and all other intellectual property rights of the Advertiser for the limited purposes of promoting their Coupon Program/Coupon Redemption Program, including but not limited to displaying Advertiser’s trademarks, logos, service marks, trade names and/or copyrighted material during the placement of Coupons and/or running Coupon Program/Coupon Redemption Program. This is subject to the terms and conditions of this Agreement. Admitad will have no liability or assume any responsibility for any costs, damages or losses incurred by the improper use or distribution of these resources.

4.14. The Advertiser agrees to maintain the Coupons’ validity, the possibility of using the Coupons on the Advertiser’s Internet resources and the accuracy of Coupons’ terms of use/conditions of use. The Advertiser acknowledges that Coupons are the sole measure of leads/sales.

4.15. The Advertiser must notify Admitad at least seven (7) days in advance of any changes that may affect Parties’ rights and obligations under this Agreement. If any action by the Advertiser leads to the disabling or invalidity of Coupons, the Advertiser agrees to compensate Publishers based on their average performance on the Program over the two (2) weeks preceding this issue. Additionally, the Advertiser will pay Admitad a Commission on any compensation payments made to Publishers for lost earnings.

4.16. Admitad reserves the right to remove the Program from the list of available Coupon programs/Coupon redemption Programs if the Advertiser does not resolve any irregularities or other issues affecting Publishers within seven (7) days of receiving a notice.

4.17. The Admitad Partner Network may contact the Advertiser by email, telephone, post, SMS, via social media network, and other possible means of communication for feedback relating to the service under this Agreement and/or for marketing purposes in respect of other services of Admitad group entities. 

4.18. The Advertiser shall be solely responsible for compliance with all applicable laws in all relevant jurisdictions, including sanctions and regulations.

5. Fees and Reporting.

5.1. The Advertiser shall pay a fee to Admitad for the rendered Services as per the Services Details agreed in the Admitad Partner Network and final data as agreed by the Parties. The Advertiser undertakes to pay fees in accordance with the tariff, plan, or applicable subscription option selected in the Admitad Partner Network. Advertiser hereby acknowledges and agrees that not all technical options and other functions of the Admitad Partner Network may or will be available under the selected tariff, plan, or applicable subscription option for the Coupon Programs/Coupon Redemption Programs due to the specific nature of such Programs. Advertiser hereby agrees to refer to their personal account in th Admitad Partner Network for all available functionalities.

5.2. For the purpose of leads confirmation, the Admitad Partner Network shall also provide a monthly report to the Advertiser via email before the 5th day (in case of statutory holiday or weekends, postponed to the first working day after the holiday or weekends) of the month following the reporting month, and the Advertiser shall promptly confirm the numbers. If the Advertiser doesn’t confirm the numbers within thirty (30) days, the Admitad Partner Network may suspend the Advertiser until confirmation or other data is provided. If the Advertiser does not confirm the numbers within ninety (90) business days after the day the monthly report was sent by the Admitad Partner Network all the leads will be considered approved and must be paid for.

5.3. One hundred percent (100%) of the amount payable for the accounting period will be paid within fifteen (15) business days after the invoicing date. The Advertiser undertakes the commission payment for the payment transfer.

5.4. Any Taxes levied on either Party shall be borne by the respective Party, in accordance with the applicable tax laws in the Territory. All payments of Fees to be made by the Advertiser to Admitad under this Agreement shall be paid without set-off, counterclaim or deduction, unless strictly required by applicable law, for example, because of a legal requirement to withhold any taxes.

5.5. In case of arrears, Admitad has the right to request and the Advertiser is obliged to provide within 5 working days from the date of request its financial statements (balance sheet, income statement, and cash flow statement) for the last 3 years, including the current year.

5.6. All sales by the Advertiser to the customers/Internet users who applied Coupons shall be considered final once the timeframe to return the Advertiser’s product/service has passed and the order by the customer/Internet user has not been returned or declined. Remuneration for all final sales shall be payable to Admitad with no exceptions.

6. Fraud

6.1. The Advertiser acknowledges and agrees that Admitad shall not be liable for any acts of fraud committed by the Advertiser, the Publishers and/or the Internet users/consumers. In addition, the Advertiser agrees to pay Admitad in full for all services performed under this agreement, regardless of any consumer or Advertiser fraudulent activity.

6.2. Admitad will make every effort to distinguish and stop any and all Publisher fraudulent activity.  However, the Advertiser should make every effort to monitor the Publisher activity and apply appropriate termination procedures immediately if the Advertiser believes a Publisher is engaged in fraudulent activity. Admitad shall have no liability to the Advertiser (whether in contract, tort, negligence or otherwise and howsoever arising) for any losses, costs, claims, damages or awards incurred by the Advertiser in respect of any fraudulent Publisher or Internet user/consumer activity.

6.3. Misuse, deceit or purposeful sabotage by the Advertiser, as determined by Admitad, will be considered as a material breach of this Agreement and may result in the immediate termination of the Advertiser account and this agreement.

7. Indemnification

7.1. The Advertiser shall keep Admitad, Admitad Partner Network, its Publishers and their respective directors, officers, employees and agents indemnified from and against any costs (including, without limitation legal costs), awards, damages, claims for damages or other claims for compensation arising from: the breach by the Advertiser of any and all applicable laws in all jurisdictions; any claims from Publishers and Internet users/customers of the goods and/or services supplied by it and/or sold by it, as well as Coupons validity, terms of Coupons’ use, inability to apply the Coupons, but not limited to such; claims, awards and/or judgements from any authority in respect of the Advertiser’s supply of the goods and/or services and/or website content; the content of the Advertiser’s website or any incorrect information given to Admitad by the Advertiser; any infringement or potential infringement of any third party’s intellectual property rights. The Advertiser shall also indemnify Admitad for: any other damages, losses or costs caused by the Advertiser’s improper, negligent or unauthorized use of Admitad services; technical problems or loss of data caused by the Advertiser on the Admitad and Advertiser Website.

8. Limitation Of Liability

8.1. To the extent permitted by applicable law, Admitad shall not be liable (whether in contract, tort, negligence or otherwise and howsoever arising) for any losses, liabilities, costs, expenses and claims (including but not limited to, direct, indirect or consequential losses, loss of profit, loss of contracts, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses arising out of or in connection with: defects in the service; interruptions in the accessibility to the service; infringements on data or loss of data on the information handling system; defects in the security system or viruses or other harmful software components; any third party actions.

8.2. Admitad shall have no liability (to the extent permitted by applicable law, whether in contract, tort, negligence or otherwise and howsoever arising) for any delay and/or failure to perform its obligations under this agreement where such delays and/or failures to perform arise as a result of events beyond the reasonable control of Admitad including, without limitation, flood, fire, act of government and failures of telecommunications and Internet service providers.

8.3. Admitad shall have no liability (to the extent permitted by applicable law, whether in contract, tort, negligence or otherwise and howsoever arising) for any mistake or error of any kind when configuring Program settings inside Advertiser accounts. It is the Advertiser’s responsibility to ensure that the Advertiser Program was configured properly that includes all Program settings inside an Advertiser account.

9. Termination

9.1. Either party may cancel this Agreement or an insertion order/agreement, by giving thirty (30) business days prior written notice to the other party, unless stipulated otherwise in the tariff, plan or applicable subscription option selected in the Admitad Partner Network. Any accrued but unpaid payment obligations, shall survive termination of the Agreement. In the event of termination, the Advertiser shall allow thirty (30) business days for the Programs to become inactive across the Admitad Partner Network and the Coupons to be removed, and the Advertiser shall be responsible to pay the fees accrued during those thirty (30) days.

9.2. Admitad may terminate this Agreement immediately at any time following acceptance of the Advertiser onto the Admitad Partner Network if the Advertiser does not meet Admitad requirements or fails to provide documentation requested by Admitad or otherwise as Admitad reasonably determines, including (but not limited to) any malpractice, late payment of commission or Advertiser Fees, or any breach of these terms. Admitad will provide reasonable notice of such termination where possible.

9.3. Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, Admitad may terminate this Agreement immediately at any time upon notice to the Advertiser in the event of any one or more of the following:

9.3.1. In the specific circumstances set out in this Agreement.

9.3.2. The Advertiser commits a breach of this Agreement.

9.3.3. Any event of insolvency occurs, including (but not limited to) the Advertiser being unable to pay their debts, making any arrangements with creditors, a petition for winding up is filed, an administrator is appointed.

9.3.4. The Advertiser suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

9.3.5. The Advertiser Website is inoperative.

9.3.6. There is a change of control of the Advertiser account or related business.

10. Non-Disclosure

10.1. The Advertiser or Admitad may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party. The receiving party agrees to make commercially reasonable efforts, but in no case less effort, than it uses to protect its own confidential information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party.

10.2. The receiving party agrees not to disclose the confidential information without prior express written consent from the other party in each instance. The term “confidential information” shall not include information that is, or becomes, part of: the public domain through no action or omission of the receiving party; that becomes available to the receiving party from third parties without knowledge by the receiving party of any breach or violation of fiduciary duty, or that the receiving party had in its possession prior to this Agreement.

11. Final Provisions

11.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its conflict of laws rules or principles.

11.2. In case any dispute arises and cannot be settled by the Parties in an amicable way, controversy or claim shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

11.3. The Advertiser use of the Admitad Partner Network is irrefutable acknowledgement by the Advertiser that they have read and agreed to each and every term and provision of this Agreement.

11.4. Admitad reserves the right to amend and update this agreement at any time, by posting written notice of the changes on the Admitad Partner Network or by an email.

11.5. The use of the Admitad Partner Network by the Advertiser after making changes to this Agreement indicates the Advertiser’s consent to the changes and willingness to assume the obligations specified in this Agreement. Disagreement with the changes in the Agreement entails the termination of this Agreement, as well as the termination of work with the Admitad Partner Network.