The Advertiser Agreement (referred to as Agreement) along with the terms and conditions under which FlexOffers.com, LLC. (referred to as FlexOffers.com / The Network) agrees to provide certain online web based affiliate marketing, design, and editorial services to the Client. Clients are required to complete this secure registration form prior to being considered for the network.
Responsibilities of FlexOffers.com
FlexOffers.com will provide to Clients the services detailed below. Additional services can be provided to Clients per the request of the Client, though such services may incur an additional fee.
A) FlexOffers.com will provide online access to FlexOffers.com's Advertiser Client interface, otherwise referred as the FlexOffers.com Client Network), to allow for Clients the placement of advertisements and to promote the marketing of the products and/or services offered for sale by the Client on the Client Website (and any other placements that are approved by FlexOffers.com) through website channels, which may include networks and network participants, owned or administered by various persons and or entities (referred to in this agreement as "Publishers"). In addition, Publishers can be referred to as Affiliates, Website Owners, Networks, Agencies, or Distribution Partners.
B) FlexOffers.com will manage the payments to Publishers, either through check, direct deposit, wire or PayPal. Payments are made in full once payments are received by the advertiser.
C) FlexOffers.com will monitor, maintain and provide for the Client account the necessary technology aspects and content delivery methods required to link the Client Website (and any other placements that are approved by FlexOffers.com) to all approved Publishers (approved publishers by the Client), in addition to assure uptime of services.
D) FlexOffers.com will provide tracking information and report all sales or lead transactions by visitors referred to your website that results in a sale of a product or service. The sale could occur at the time of the visit or a later time.
E) FlexOffers.com will not provide editorial review of content submitted for terms and conditions of Client. Additional fees applicable for original content created by the editorial department and requested by the Client, such services incur an additional charge, pricing for such services are available in the Pricing Schedule Sheet.
F) FlexOffers.com will not provide web design services for banner implementation or other design related tasks to the Client campaign, if requested by the Client. Such services incur an additional charge, pricing for such services are available in the Pricing Schedule sheet.
Responsibilities of the Client
A) The Client will be responsible for all aspects of managing, publisher management (approve / deny applications to program), in-depth support requests about the program from publishers, monitoring and maintaining the content of the Client website that relates to the ad campaigns and all campaigns posted within the FlexOffers.com Client Network. The Client will ensure that browsing back to the originating Publisher website will not be interrupted through the use of any script not specifically requested by the online consumer, such as, but not limited to the use of any html popup window or any other similar technology applied.
B) The Client will be responsible for providing FlexOffers.com with ad campaign offers in the form of various banner sizes, text based links, content feeds, so that FlexOffers.com can place the ad campaign offers to all network Publishers that will then take further action in applying for the Client affiliate program. FlexOffers.com reserves the right to approve and monitor all ad campaign offers submitted by the Client through editorial review. In the event the Client does not have access to banners or editorial content, FlexOffers.com will provide both editorial content and design content per the request of the Client, per the Pricing Schedule sheet. The promotional ad campaign offers provided by Client will not violate any rights of any third party such as, but not limited to, intellectual property rights, contract rights and rights of privacy and publicity, contain any viruses, be obscene, defamatory, fraudulent or otherwise misleading to the Publisher or online Consumer. Publishers through the FlexOffers.com network maintain the right to promote all ad campaigns approved by the Client as in whatever extent, as long as abiding by the terms and conditions set forth by the Client.
C) The Client will be solely responsible for all characteristics of the transactions with all consumers that purchase products (through a qualified sale) or submit a registration (through a qualified lead) , such as, but not limited to: establishing prices for products; processing and completing orders for products; collecting all related payments to the transaction, including all taxes and shipping, managing returns or cancellations; ensuring that the sale of all products is made in compliance with all applicable laws (as well as export control laws); making sure all registration processes are functional and process all data correctly; resolving all commitments or obligations resulting from each completed registration.
D) In terms of the tracking technology used, the Client will work with FlexOffers.com to implement and test the technology used to link the Client Website to Publishers and make sure that all characteristics of the transaction process and reporting are working correctly. FlexOffers.com will provide the Client with the required tracking technology to allow for the tracking of sales or leads. Client will not alter the technology implemented that may otherwise effect the tracking of sales or leads for the Publisher. In the event the Client modifies or otherwise removes the technology provided to Client by FlexOffers.com, the Client agrees to pay to FlexOffers.com for each day during the Agreement which FlexOffers.com ability to track such data is stalled, the average dollar amount of fees earned by FlexOffers.com and Publishers per day during the fourteen day period immediately prior to the period of time during which FlexOffers.com tracking ability was removed or otherwise altered. It is the Clients responsibility to regularly monitor, after approval has been given by FlexOffers.com during the initial setup, that tracking continues to report through the interface.
E) The Client is responsible for maintaining all accurate content of their ad campaigns and account information. Such as, but not limited to editorial content, banners, terms and conditions, contact information, program description, and company logo. Monitoring services are available (if requested by the Client) by the editorial department to assure that content is accurate for an additional service monitoring fee, billable to the Clients account.
F) The Client is responsible for notifying their account manager at FlexOffers.com or sending an email to firstname.lastname@example.org any major changes to the program or promotional offers that may affect the Publishers. Such as, but not limited to changes in product pricing to Eligible Consumers, additional registration requirements, or any such change in where conversions of the CPA's may be drastically impacted.
G) All account login information provided to the Client that are used to access FlexOffers.com interface and reporting tools, which include but are not limited to the FlexOffers.com Client Interface, are confidential and for the Client and authorized representatives of the Client only. The Client is solely responsible for the login information and to whom the information is provided to from the Client.
H) During the term of the agreement and for a period of six months thereafter, the advertiser agrees that it shall not solicit, transfer, or encourage any publisher, website, or third party obtained originally through the FlexOffers Network, the relationships established herein, or otherwise, to transfer to any third party provider or to any in-house program that offers similar services as those provided by FlexOffers; and/or launch, or contribute to the launch of, a platform, service, or network similar to the FlexOffers Network, including, but not limited to, notifying Publishers through the FlexOffers Network and/or through member messaging. In the event Advertiser breaches this Section, Advertiser shall pay FlexOffers an amount equal to what FlexOffers would have otherwise earned had Advertiser not violated this Section. Except as expressly set forth above, nothing herein shall be deemed to restrict Advertiser from entering into marketing agreements with Publishers for services unlike FlexOffers services, or to prohibit Advertiser from otherwise advertising, merchandising, or promoting its products and services, or opening additional affiliate network accounts, as long as FlexOffers.com publishers are not encouraged to transfer over or otherwise swap links in the six month period.
I) Any communications with Publishers such as but not limited to increase in payouts, added exposure of ad campaign offers and/or removal of ad campaign offers (that cannot be processed through the online interface standard protocols) must be communicated to the account manager assigned to the account or email@example.com.
J) The Advertiser must review and, if necessary through the FlexOffers Account Manager Interface, Correct or Void any Transactions, by the fifteenth (15th) day of each month for Transactions that occurred in the prior month; a Transaction will be Locked if the Advertiser fails to Correct or Void the Transaction by the fifteenth (15th) day of the month following the month in which such Transaction occurred; Advertiser must review, and if necessary, Correct Transactions, either through the FlexOffers Account Manager Interface or through Scheduled Data Transfer, by the end of the Customized Transaction Processing Period at which time the Transactions will be Locked.
A) A Party (the "Receiving Party") may receive Confidential Information of the other Party (the "Disclosing Party"), and the Receiving Party shall keep such Confidential Information in confidence and protect such Confidential Information. During the course of this Agreement A Party may have access to confidential and proprietary information ("Confidential Information"), the Receiving Party shall not use any Confidential Information for any purpose other than in connection with the performance of its obligations and exercise of its rights under this Agreement. 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, or that it 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 the date of this Agreement.
Termination of Affiliate Program
A) This contract will begin upon the signed date of the Client set forth within the Agreement. The Client is required to provide a prepayment within 15 days of this signed agreement and 10 days prior to launch date. Either party may terminate this Agreement for any reason upon 30 days prior written notice to the other party. Notices of terminations must be emailed to firstname.lastname@example.org.
B) Upon the termination of this Agreement, Client agrees to pay to FlexOffers.com all amounts payable that are due; including all fees which Eligible Customers during the thirty day period following the date of termination of this Agreement. The rights and obligations contained in the previous sections of this Agreement will survive the termination of this Agreement. Once a termination is put into place, FlexOffers.com will notify all approved Publishers to remove promotional materials of the Client from the Publisher's website or other promotional material. Expired or terminated ad campaign offers that are not removed, will result in an "expired notification" to the online customer and may result to pointing to additional ad campaign offers.
A) Neither Party will be liable for any delays in delivery and/or non-delivery of the Services to be provided hereunder by the other due act of God, action by any governmental or quasi-governmental agency, fire, flood, earthquake, strike, outside network difficulties (including, but not limited to, communication line failure) or other acts beyond the control of such Party, provided that the other Party, shall be released of its obligation to pay for any services not performed as a result of such event.
Limitation of Liability for all Parties
A) FlexOffers.com consents to indemnify, preserve, and hold risk-free the Client (and their officers, staff, contractors, agents, and shareholders) from and against any and all third party claims, damages, liabilities, losses, injuries or financial costs (including any outside associated fees, such as, but not limited to legal fees, processing fees, or other court related fees) directly or indirectly arising from or relating to any breach of this Agreement by FlexOffers.com; the infringement of any applicable law or regulation by FlexOffers.com; or any alleged infringement of any intellectual property or privacy rights of any third-party by FlexOffers.com.
B) The Client consents to indemnify, preserve, and hold risk-free FlexOffers.com (and their officers, staff, contractors, agents, and shareholders) and each Publisher (and their officers, staff, contractors, agents, and shareholders) from and against any and all third party liabilities, claims, losses, injuries or financial costs (including any outside associated fees, such as, but not limited to legal fees, processing fees, or other court related fees) directly or indirectly arising from, or relating to any breach by the Client of this Agreement; the operation or content of the Client Website or the ad campaign offers that were promoted or still are promoted; the alleged infringement of any intellectual property, or privacy rights of any third party as a result of any materials provided by the Client to FlexOffers.com or each Publisher; the infringement of any applicable law or regulation by the Client; the sale or use of the Client's products or services; or the sale or use by the Client of any information collected by the Client.
C) FlexOffers.com, the Client, nor any Publisher that is part of the network, or previously part of the network, will not be legally responsible to either party for any incidental, consequential, indirect damages, losses, or costs of any kind, or any lost profits arising out of this Agreement while the Client is part of the FlexOffers.com network, or thereafter the termination of this agreement.
D) The Client recognizes that each Publisher who displays or causes to be displayed the Client's ad campaign offer is an intended third party recipient of these ad campaigns. The Client is solely responsible for approving or declining Publishers for the Client's ad campaigns, or can leave the sole responsibility to FlexOffers.com.
E) FlexOffers.com will not be held legally responsible to the Client or any other person or entity for any information given to any person or entity by any Publisher or any illegal, inappropriate act, or act of misconduct on the part of any Publisher; server downtime, or hardware failure of FlexOffers.com or any Publisher; unauthorized access to, or alteration, destruction or theft of the Client website, servers, systems or programs through fraudulent or accidental means, or by device through any person or entity other than FlexOffers.com or any claim attributable to errors, omissions or other inaccuracies in the services by any person or entity other than FlexOffers.com.
A) These Terms and Conditions, the terms of the Programs and the relationship contemplated thereby, shall be governed by the laws of the State of Florida, 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 federal and state courts located in Miami, Florida; (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.
B) This agreement is in full effect unless another Advertiser agreement is provided by FlexOffers.com, and in such case, would override the conditions set forth in this agreement. By signing below the Client agrees to the terms of this agreement.
Pricing Schedule Sheet
Advance Payment for Commissions – This is the advance payment required for future payments to publishers and network fees. In the event the account is canceled any remaining amount (not pending payment to publishers) is non-refundable to the client. All requests for cancellations must be put in writing and sent to your affiliate manager.
Transaction Fee on Publisher Payments with Fixed Rates - FlexOffers.com charges a percentage of the commission paid out to publishers. This amount is applicable to the publisher commission, and not the total sale of the product or service.
Transaction Fee on Rev-Share or Percentage of Sale - FlexOffers.com charges a percentage of the sales generated by publishers. This amount is applicable to Advertiser sales, and not to Publisher commissions.
Activation fee to start - This is the activation fee to use the FlexOffers.com advertiser platform. In the event the account is deactivated/closed. the fee is non-refundable to the client.
Monthly Minimum - If your accumulated network fees for the month do not exceed a minimum monthly amount of $25, you will pay the minimum amount instead. New advertisers have a 30-day grace period where they won’t be billed a monthly minimum.
Client Payment Responsibility
The client is responsible for making all payments on time. In the event of a termination, the outstanding escrow balance is non-refundable. In addition, after 12 months from program launch any unused escrow balance is no longer applicable for publisher commissions.
In the event, the Client fails to pay within three business days of being invoiced, the Client Affiliate Program will be temporarily removed from the network and all advertising links will be expired until the Client pays an amount that will cover the following 30 days average sale or lead amounts that are payable by the Client based on the historical sale or lead data as determined by FlexOffers.com.
The Client will pay Publishers based, as set forth in the Agreement. An “Eligible Customer” will mean anyone that:
a. Through the Client’s website, completes the online registration form (within the network referred to as a lead) through hyperlinks contained within Client’s ad campaign, or through any other promotional placement provided by FlexOffers.com representing the Client’s ad campaign.
b. Through the Client website, places an order for products or services (within the network referred to as a sale) through hyperlinks contained within Client’s website or through any other promotional placement provided by FlexOffers.com representing the Client’s ad campaign.