DGMAX Interactive (‘Network’) and you (‘Publisher’ or ‘Affiliate’ or ‘Partner’), enter into this Publisher Network Agreement (‘Agreement’) to establish the terms and conditions by which Publisher may enter the DGMAX Interactive Network (‘Program’). DGMAX Interactive and Publisher agree to be legally bound as follows:
‘Program’ is DGMAX Interactive performance based marketing network.
‘Affiliate’ or ‘Publisher’ or ‘Partner’ shall refer to any individual or entity who accepts the terms and conditions of this Agreement by submitting the Program registration..
‘DGMAX Interactive Network’ means DGMAX Interactive affiliated group of third-party Websites by which DGMAX Interactive Network may insert Ads..
‘Ad’ or ‘Creative’ means the graphic, banner, html page or text file(s) provided to Publisher to market on behalf of Advertisers..
‘Advertiser’ or ‘Customer’ or ‘Client’ means the advertiser or advertising agency providing Ads to DGMAX Interactive for use on Publisherâ€™s Website(s) as specified herein..
‘Advertiser Campaign’ means Clientâ€™s advertising program consists of its ads to be used by Publishers with a payment model and Campaign Rules stated..
‘Campaign Rules’ means the specific rules set by Client or Network that have to be adhered by publishers to run the campaign..
‘Approved Website(s)’ means Publisherâ€™s domain(s) and/or specific root URL(s) approved by DGMAX Interactive..
‘Impressions’ means the number of times an Ad is served to, and received by, a unique visitor on Publisherâ€™s Website or other media as measured by DGMAX Interactive..
‘CPM’ is the cost per thousand impressions..
‘Click-through’ is the process of a visitor clicking on an online advertisement and going to the advertiser’s Web site..
‘Cost-Per-Sale (CPS)’ Performance based online advertising payment model in which payment is based solely on qualifying sales..
‘Cost-Per-Action (CPA)’ Performance based online advertising payment model in which payment is based solely on qualifying actions such as sales or registrations..
‘Cost-Per-Lead (CPL)’ Performance based online advertising payment model in which payment is based solely on qualifying leads. .
DGMAX Interactive shall have absolute discretion as to whether or not it accepts a particular applicant or site for participation in the DGMAX Interactive Network..
All web sites, newsletters, companies, or individuals need approval from DGMAX Interactive before they can become a Publisher. Only web sites and newsletters that have been reviewed and approved are permitted to use the programs..
In order to be eligible for Publisher approval, all web sites and newsletters must meet the following criteria:.
* The content of the web site and/or newsletter cannot contain, participate nor link from, or to, any materials including but not limited to:.
– Sites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm..
– Posting or referencing of sexually explicit images or other offensive content.
– Racial, ethnic, political, hate-mongering or otherwise objectionable content.
– Promotion of adult services, such as phone sex or escort services.
– Sites promoting any types of hate mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.).
– Any illegal activity whatsoever.
– Any questionable or controversial subject matter.
– Hacking or Phreaking.
– Material that defames, abuses, or threatens physical harm to others or to you.
– Sites displaying child pornography or sites that contain links to such content.
– Sites promoting any types of illegal substance or paraphernalia or activity sites with illegal, false or deceptive investment advice and money-making opportunities.
– Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc..
– Any spoofing, reign, or trafficking from adult-related web sites in an effort to gain traffic.
* Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers..
* Sites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam).
* Sites containing or linking to software piracy, spyware, adware or parasiteware sites..
* We do not accept any technology based affiliates. Including but not limited to, affiliates who offer visitors software downloads, browser helper objects (BHO’s), spyware and adware..
* Have a top-level name..
* Cannot offer incentives to users to click on ads; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc..
* Be fully functional at all levels; no under construction sites or sections..
* Spawning process pop-ups and exit pop-ups are prohibited for Cost-Per-Click Campaigns..
* Company/Individual may not artificially inflate traffic counts using (including but not limited to) any device, program or robot..
* Each Publisher may only hold one account with DGMAX Interactive. Publishers can have more than one Web site in their account, each of which should be submitted for review prior to placing the code on each individual site..
Prohibited Conduct and Network Quality:
DGMAX Interactive ACTIVELY monitors traffic for Fraud. If we detect Fraud, your account will be made inactive pending further investigation.
1- You cannot place our advertisements into your framed environment, unless approved by DGMAX Interactive in writing.
2- Your web site and/or newsletter cannot be ‘point, lottery, or rewards’ based encouraging users to click on our Advertisers’ banners or use our Advertisers to generate revenue for users to win points, get rewards, or other incentives unless expressly approved in writing from DGMAX Interactive.
3- If you fraudulently add orders, sales, leads or clicks by fraudulent traffic generation as determined solely by DGMAX Interactive (such as pre-population of forms, fake redirects, automated software, and/or fraud to generate clicks or leads or mechanisms not approved by DGMAX Interactive), you will forfeit your entire commission for all programs and your account will be terminated. DGMAX Interactive reserves sole judgment in determining fraud, and you agree to this clause.
It is the OBLIGATION of the Publisher to prove to DGMAX Interactive that they are NOT committing fraud. DGMAX Interactive will hold your payment in ‘Pending Status’ until you have satisfactorily provided evidence that you are not defrauding the system.
4- Publishers who use sending Email or Newsletters as the campaign promotion method has to get written approval before sending any emails or newsletters. Publisher WILL NOT Spam or send unsolicited email mentioning or promoting the Advertiser Campaigns.
5- Publisher will only run approved banners and text in their advertising of our programs and will NOT create their own banners or advertising text, unless expressly approved in writing from DGMAX Interactive. Violation of this forfeits your commissions.
Any and all e-mail based Creative transmitted, as well as any and all e-mail addresses supplied by Publisher: (a) shall comply with all applicable federal and state laws including, but not limited to, the CAN-SPAM Act of 2003, as amended (‘CAN-SPAM’) and any and all Federal Trade Commission implementing regulations; (b) must not infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity; (c) must not result in any consumer fraud, product liability or breach of contract to which Publisher is a party or cause injury to any third party. Publisher shall cause a valid physical postal address for Publisher and/or the applicable Advertiser, as required by applicable law, to appear in each email Creative, along with a functioning unsubscribe link (such unsubscribe link must remain active for at least thirty (30) days after e-mail delivery). DGMAX Interactive reserves the right to add such address(es) should Publisher fail to include same, but DGMAX Interactive is in no way responsible for including such address(es) where Publisher fails to do so. In addition, DGMAX Interactive may make available, at a DGMAX Interactive -designated FTP site (‘FTP Site’), a suppression list (and associated login information), updated on a regular basis, generated from e-mail Programs transmitted by and/or through the DGMAX Interactive Network for Publisherâ€™s use in connection with applicable Programs. Publisher shall upload its own list of suppressed e-mail addresses to the FTP Site, if DGMAX Interactive provides one. If DGMAX Interactive provides the FTP Site, and Publisher supplies no such e-mail addresses, DGMAX Interactive may conclude that no such addresses exist. The suppression list and login provided by DGMAX Interactive are deemed to be Confidential Information of DGMAX Interactive, as defined herein. Publisher may not use suppression lists for any purpose other than to comply with applicable laws regulating the e-mail transmissions. Publisher agrees to process any unsubscribe requests within five (5) days of being posted at the FTP Site.
All Publisher E-mails sent under the Agreement shall be delivered to addresses on e-mail lists owned or managed solely by Publisher. Brokering third-party deals to deliver Creative without disclosing such to DGMAX Interactive is strictly prohibited and grounds for immediate termination, as well as other legal remedies.
DGMAX Interactive reserves the right to terminate any Publisher Agreement for any reason whatsoever. Affiliates in violation of DGMAX Interactive Terms and Conditions will be immediately deactivated. Termination notice will be provided via e-mail and will be effective immediately. All legitimate moneys due to Publisher will be paid during the next billing cycle. If Publisher defrauds the system, then payment is revoked as determined solely by DGMAX Interactive.
Commission payment totals must exceed $100.00; otherwise this payment will not be made until the $100.00 minimum is reached. International Publishers (outside of the United States) agree to a minimum $100.00 to be reached. Payment will be made on a net 20 basis, meaning you will be paid for the leads/sales/clicks/impressions we acquire through you at the end of a thirty day period approximately 20 days after the 1st calendar day of each month and/or after receiving payment from the Advertiser.
Delinquent Advertiser payments received by DGMAX Interactive will be credited to the Publisher in the month that they are received. DGMAX Interactive does not guarantee payment to Publisher if the Advertiser does not pay DGMAX Interactive.
DGMAX Interactive reserves the absolute right not to issue payment to any Publisher that violates any of the terms and conditions set forth herein.
Representations and Warranties:
The program represents and warrants that it has full power and authority to enter into this Agreement. The program is not responsible for any content provided by third parties (including Advertisers). The program and its licensors make no other warranty of any kinds, whether expressed, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular usage, and non-infringement. Affiliate is solely responsible for any legal liabilities arising out of or relating to (i) the content and other material set forth on the Affiliate Websites and/or (ii) any content or material to which users can link through the Affiliate Websites (other than through an advertisement supplied by DGMAX Interactive). Affiliate hereby agrees to indemnify, defend and hold harmless DGMAX Interactive and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims. Publisher guarantees that all content, products, and services on any Publisher web site/newsletter are legal to distribute and that you own or have the legal right to use any and all copyrighted material.
Publisher is solely responsible for any legal liability arising out of or relating to Publisherâ€™s Website(s), any material to which users can link through Publisherâ€™s Website(s), and any consumer and/or governmental regulatory complaint arising out of any marketing technique conducted by Publisher, including but not limited to any spam or fraud complaint and/or any complaint relating to failure to have proper permission to conduct such campaign to the consumer..
Publisher irrevocably covenants, promises and agrees to indemnify DGMAX Interactive and to hold DGMAX Interactive 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 sites..
Any legal action taken by an advertiser, agency, client, person, or entity against DGMAX Interactive for actions of the Publisher that violate these terms and conditions, and city /state governmental regulations or laws, you accept that DGMAX Interactive will work with the advertiser, agency, client, person, or entity to divulge your personal information. You also agree that DGMAX Interactive is not liable for your actions, and you will bear all costs (legal or otherwise) that DGMAX Interactive incurs if advertiser, client, agency, person, or entity sues DGMAX Interactive..
Limitation of Liability:
Neither DGMAX Interactive nor its Advertisers will be subject to any liability whatsoever for (a) any failures to provide reference or access to all or any part of the Website due to systems failures or other technological failures of DGMAX Interactive or of the Internet; (b) delays in delivery and/or non-delivery of advertisement, including, without limitation, difficulties with a Customer or advertisement, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any advertisement. While DGMAX Interactive will attempt to provide the services on a continuous basis, Publisher acknowledges and agrees that DGMAX Interactive has no control over the availability of the services on a continuous or uninterrupted basis. Publisher also understands and agrees that DGMAX Interactive is not responsible for the functionality of any third party Website or interface. Terms of this Agreement are subject to DGMAX Interactive hardware, software, and bandwidth traffic limitations. DGMAX Interactive failure to deliver because of technical difficulties does not represent a failure to meet the obligations of this Agreement..
In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising there under or from the provision of services..
Subject to the Agreement and any underlying Program Terms, DGMAX Interactive grants to Publisher a revocable, non-transferable, royalty free, international license to display on, and distribute through, the Publisher Website, Publisher E-mails and/or other approved marketing techniques, the Creative, and any and all associated trademarks, service marks, tradenames and/or copyrighted material (‘Intellectual Property Content’) that DGMAX Interactive provides to Publisher through the DGMAX Interactive Network for the limited purposes of promoting Programs to end users. Publisher may not remove or alter any copyright or trademark notices. The Intellectual Property Content and other matters related to the DGMAX Interactive Network, Programs, Creative and Site are protected under applicable copyright, trademark and other proprietary rights. The use, copying, redistribution and/or publication by Publisher of any part of the DGMAX Interactive Network, Programs, Creative and/or Site, other than as expressly permitted hereunder, are strictly prohibited. Publisher does not acquire any ownership rights to the DGMAX Interactive Network, Programs, Creative and/or Site. The availability of the DGMAX Interactive Network, Programs, Creative and Site does not constitute a waiver of any rights related thereto. No part of the Site may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Site, Site content or any portion thereof. DGMAX Interactive reserves any rights not explicitly granted in the Agreement.
Publisher shall not release any information regarding Campaigns, Creative, or affiliates relationship with DGMAX Interactive or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of DGMAX Interactive. DGMAX Interactive shall have the right to reference and refer to its work for, and relationship with, affiliate for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual agreement of DGMAX Interactive and Publisher.
Severability & Non-Waiver:
If any provision of the Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not effect any other provisions of the Agreement, and the Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
The Program reserves the right to change any of these terms and conditions at any time without notice. You are responsible for complying with any changes to the terms and conditions within 10 days of 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.
No person under the age of 18 is allowed to participate in the program..
Case of dispute:
Affiliates agree to settle any/all dispute(s) under this agreement via binding arbitration in New York State.