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PUBLISHER AGREEMENT AND ACCEPTANCE OF PUBLISHERS
This Influx Digital Publisher Agreement (the "Agreement") is entered into by and between Influx Digital LLC, a Wyoming limited liability company (mailing address 30 N Gould St Ste R, Sheridan, WY 82801) ("Influx Digital") and you, a participant in the Influx Digital publisher program ("Publisher") featured on influxdigital.online (the "Influx Digital Website"), and sets forth the parties’ rights and obligations regarding said publisher program (the "Publisher Program").
Notwithstanding the effective date of this Agreement, Influx Digital shall have sole discretion to determine the date that any Publisher is allowed to function as a Publisher through the Publisher Program.
This Agreement is subject to change in Influx Digital’s sole discretion and without prior notice. Changes may include, without limitation, the payout structure, payout amounts, payment procedures and other Publisher Program-related policies; provided, however, that: (i) any amendment or modification to the arbitration provisions, prohibition on class action provisions, or any other provisions applicable to dispute resolution (collectively, "Dispute Resolution Provisions") shall not apply to any disputes occurring before the amendment or modification; and (ii) any amendment or modification to pricing and/or billing provisions ("Billing Provisions") shall not apply to activity occurring before the applicable amendment or modification.
The latest version of this Agreement will be posted on the Influx Digital Website, and you should review this Agreement prior to using the Influx Digital Website and/or Publisher Program. Your continued participation in the Publisher Program and/or use of the Influx Digital Website after such modification constitutes your consent to such modifications. You also understand and agree that Influx Digital may operate multiple websites that may be similar to or compete with the Publisher Program and that Influx Digital may solicit customer referrals that may differ from the terms and conditions in this Agreement.
Further, you agree to rely solely on this Agreement in making your decision to enroll in the Publisher Program and that you are not relying on any representation, guarantee or statement other than as stated in this Agreement. For any insertion order (“Insertion Order” or “IO”) to be effective and enforceable, it must be accepted in writing by Influx Digital in its sole discretion. Any IO submitted by or to Influx Digital shall be deemed incorporated into this Agreement by reference, but any conflicts between such IO and this Agreement shall be superseded and governed by this Agreement.
TERM AND TERMINATION
The term of this Agreement begins upon Influx Digital’s written acceptance of the Publisher into the Publisher Program and ends when terminated by either party as set forth herein. Publisher may terminate this Agreement upon three (3) days’ written notice to Influx Digital. Influx Digital may terminate this Agreement at any time and for any reason in Influx Digital’s sole discretion including, without limitation, where:
- Influx Digital believes Publisher is in breach of this Agreement;
- Influx Digital believes that any website owned, operated or controlled by Publisher ("Publisher Website") or any e-mail database owned, operated or controlled by Publisher ("Publisher Database") is unsuitable for the Publisher Program;
- Influx Digital believes Publisher is engaging in deceptive marketing;
- Influx Digital believes Publisher is not conducting permission-based e-mail marketing that fully complies with all applicable laws and guidelines; or
- Upon the dissolution or insolvency of either party.
Upon termination of this Agreement:
- Publisher immediately shall cease using, and shall remove from the Publisher Websites, any and all Content and/or other materials provided by Influx Digital;
- Publisher immediately shall cease transmitting any and all e-mails in connection with any Advertising Campaign;
- Any and all licenses and rights granted to Publisher in connection with this Agreement immediately shall cease and terminate; and
- Any and all Confidential Information or proprietary information of Influx Digital in Publisher’s possession or control must immediately be returned or destroyed.
LICENSE
Registration with Influx Digital shall confer no right to participate in the Publisher Program. Upon Influx Digital’s written acceptance of you as a Publisher, Influx Digital grants to you a non-exclusive, non-transferable, revocable and limited license to use the Content made available via the Publisher Program for each advertising campaign ("Advertising Campaign") solely and exclusively for your efforts to market the products and/or services featured in each such Advertising Campaign and under the terms and conditions contained herein.
PRIVACY POLICY
Influx Digital may use Publisher’s personal information in any manner consistent with the Influx Digital Privacy Policy, which is incorporated into, and made part of, this Agreement. Please refer to the Influx Digital Privacy Policy available on the Influx Digital Website.
CONTENT
Influx Digital will provide Publisher with certain marketing pieces ("Content") for the Publisher Program. Influx Digital may terminate Publisher’s right to use the Content at any time. Unless otherwise stated in writing by Influx Digital, all Content must include, in unaltered form, the Influx Digital special transaction tracking codes ("Transaction Tracking Codes"). Publisher shall not modify, circumvent, or interfere with any Transaction Tracking Codes. Publisher agrees to use only the most recent version of the Content and may not alter it in any way.
MARKETING RESTRICTIONS/RESTRICTIONS ON USE OF CONTENT (US and UK)
Publisher agrees that Influx Digital may direct the placement of the Content. Publisher must comply with any and all requests by Influx Digital to modify, alter or change the positioning of Content.
Publisher shall NOT use brand names, trademarks or other intellectual property of another party in the "subject" or "from" lines, or body of any commercial e-mail transmission. Publisher shall not use any brand names, trademarks or intellectual property to direct traffic to any websites, including purchasing keywords from a search engine that include the trademark of any Advertisers, Influx Digital or their respective clients.
Publisher shall not use any deceptive practices to generate leads (e.g., "job sites" that mislead consumers). Publisher shall not post deceptive content on public message boards, chat rooms, or social networking sites. Publisher shall not allow Content to be placed on any non-Publisher Websites without the prior express written consent of Influx Digital.
Publisher must place or use the Content only with the intent to deliver valid Compensable Transactions. Publisher shall not, nor permit any person to, activate the Content or inflate Compensable Transactions through any deceptive or fraudulent method.
PAYMENTS
Influx Digital shall pay commissions ("Commissions") based on the Compensable Transactions recorded by the Transaction Tracking Codes approximately thirty (30) days after the last day of a calendar month. All determinations made by Influx Digital regarding tracking and payments are final and binding. Payments will be made once an account reaches a minimum of one hundred dollars ($100.00) ("Payment Threshold"). Amounts below the threshold will roll over. Influx Digital may withhold payments until the Advertiser has paid Influx Digital for the associated campaign.
Any questions or disputes regarding payment data must be submitted in writing to Influx Digital within five (5) business days of the data being posted, otherwise the data is deemed accurate. Influx Digital will not pay Commissions on any billings that occur before Publisher is accepted into the program or after termination. Publisher is fully responsible for any and all taxes arising from participation in the Publisher Program.
SUB-PUBLISHERS
Any business partners of Publisher that participate in the Publisher Program shall be deemed "Sub-Publishers." All Sub-Publishers must be pre-approved in writing by Influx Digital. Publisher shall be jointly and severally liable for the acts or omissions of its Sub-Publishers. Publisher agrees to indemnify, defend and hold harmless Influx Digital from any and all third-party actions, claims, or expenses arising out of the acts of the Publisher or its Sub-Publishers.
E-MAIL MARKETING POLICY/CAN-SPAM COMPLIANCE
Publisher represents and warrants that it will comply with all applicable federal, state, and local laws, including CAN-SPAM, regarding its e-mail marketing. Publisher must transmit commercial e-mail only to recipients that have given Affirmative Consent. Any failure to comply may result in immediate termination and forfeiture of any Commissions owed.
TCPA COMPLIANCE
Publisher shall comply fully with the Telephone Consumer Protection Act (TCPA) for all marketing activities. Publisher must obtain prior express written consent from consumers to receive telemarketing calls and SMS messages from Influx Digital LLC and its Advertisers. Publisher must be able to provide proof of this consent on demand.
COVENANTS, REPRESENTATIONS AND WARRANTIES
Publisher represents and warrants that this Agreement is a legal, valid, and binding obligation; that it will comply with all applicable laws and regulations; and that it will be solely responsible for the development, operation, and maintenance of its websites and all materials that appear on them.
DISCLAIMERS/LIMITATION OF LIABILITY
THE PUBLISHER PROGRAM, INFLUX DIGITAL WEBSITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES AND CONTENT PROVIDED BY INFLUX DIGITAL ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED. INFLUX DIGITAL HAS NO LIABILITY WHATSOEVER TO PUBLISHER OR ANY THIRD PARTY, FOR PUBLISHER’S USE OF, OR INABILITY TO USE, THE PROGRAM OR ITS COMPONENTS. INFLUX DIGITAL IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE NEGATION OF DAMAGES SET FORTH HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN INFLUX DIGITAL AND PUBLISHER. UNDER NO CIRCUMSTANCES SHALL INFLUX DIGITAL’S MAXIMUM AGGREGATE LIABILITY TO PUBLISHER EXCEED THE MONEY PAID BY INFLUX DIGITAL TO PUBLISHER DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH DAMAGES.
DISPUTE RESOLUTION PROVISIONS
This Agreement shall be treated as though it were executed and performed in Sheridan County, Wyoming and shall be governed by and construed under the laws of Wyoming (without regard to conflict of law principles). Any dispute arising out of or relating to this Agreement shall be resolved in a binding arbitration under the auspices of the American Arbitration Association in Sheridan County, Wyoming under the then current Commercial Arbitration Rules of the American Arbitration Association. Besides all other rights and remedies a party may have, the prevailing party in any arbitration or legal action shall be entitled to an award of its reasonable attorneys' fees and costs. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. This binding arbitration provision shall not, however, prevent either party from seeking equitable or injunctive relief in a court of competent jurisdiction. Publisher agrees that any unauthorized and/or unlawful use of the Publisher Program would cause irreparable injury to Influx Digital for which monetary damages would be inadequate. In such event, Influx Digital shall have the right, besides other remedies available to it under this Agreement, to immediate injunctive relief against Publisher without the need to post a bond. Nothing in this Agreement shall be construed to limit any legal remedies available to Influx Digital. To the extent permitted by law, you agree you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy you may have against Influx Digital and its employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney's fees and court costs that Influx Digital incurs in seeking such relief. This preventing you from bringing, joining or participating in class action lawsuits: (i) does not constitute a waiver of your rights and remedies to pursue a claim individually and (ii) is an independent agreement.
CLASS ACTION WAIVER
Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor Influx Digital will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity.
ELECTRONIC SIGNATURES
Publisher agrees that by clicking on the button labeled "I Agree" or “Accept” or “Submit”, Publisher is submitting a legally binding electronic signature and is entering into a legally binding contract.
PUBLISHER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY INFLUX DIGITAL.
For technical/general questions, please contact: contact@influxdigital.online
EXHIBIT A: QUALITY CONTROL GUIDELINES
Influx Digital LLC (Influx Digital) is serious about maintaining the highest quality leads in the industry. Therefore, Influx Digital will only pay a fee for leads that comply with applicable laws, these Quality Control Guidelines, and that are not generated by fraudulent practices.
A valid lead is a lead with accurate and complete information from real people who express a genuine interest in the offer. The following Quality Control Guidelines must be met to generate a valid lead:
For all lead generation activity:
- Leads must not come from computer-generated sources (robots, spiders, scripts, etc.).
- Leads must not be processed or entered by anyone other than the consumer named in the lead (call centers may be exempt with prior written approval).
- Leads must not contain false, incomplete, or inaccurate information.
- Leads must not be from persons misled into submitting their information.
- Leads must not be duplicate leads (same contact info within the last 30 days).
- Leads must not be incentivized without prior written authorization.
- Leads must not be obtained using misleading or confusing language.
- Leads must not be generated with any websites promoting pornographic, gambling, racist, or other offensive material.
- Leads sent to Influx Digital must be exclusive unless waived in writing.
- Leads must not be misclassified.
- The consumer must be 18 years of age or older.
- Leads from classified ad websites (e.g., Craigslist) must not be misleading.
- Lead generation methods must comply with the terms of use of the website or ISP utilized.
- Leads must not be generated through advertisements that are misleading or infringing on third-party intellectual property rights.
- Leads must be delivered to Influx Digital in real-time.
- Leads must not be obtained using any other fraudulent or illegal practices.
For lead generation in legal verticals:
- Advertisements must comply with all applicable state laws and regulations, including without limitation those governing attorney advertising, solicitations and ethics.
- Advertisements must not contain misleading information or promise results.
- The services shall not be referred to as a "referral service."
- All advertisements must be approved in writing by Influx Digital prior to use.
- Any landing pages must be approved in writing by Influx Digital and contain required disclaimers and links.
Offsets and Credits (for all lead generation activities):
If Influx Digital pays for leads that are later deemed invalid or were generated in violation of these Guidelines, such fees must be repaid to Influx Digital on demand. Influx Digital may withhold the payment of future money due as a credit against invalid or fraudulent leads for which payment was previously made.