I. Terms
This Commission Champ Advertiser Agreement ("Agreement") is made between www.commissionchamp.com ("Commission Champ"), and The Partner. As an affiliate network, Commission Champ engages in "Paid Per Performance Marketing Campaigns" by providing access to its network of affiliates. "Paid Per Performance Marketing Campaign" is where a person, entity, affiliate or its agent, operating Web site(s) (internet domain, or a portion of a domain) and/or subscription e-mail list(s), Blogs, Vlogs, Community Portals, Entertainment Portals, Streaming Media Feeds and/or other marketing systems to direct traffic to a Web site or to specific Web site content, may earn financial compensation for Transactions (Sale(s) and/or Leads) made from such Publisher's Web site or subscription e-mails. The Advertiser compensates the Publisher for these transactions, in accordance with this Agreement and the Campaigns specifications. You agree not to: (a) mislead others; (b) operate or utilize a Web site or e-mail Link to Web sites that contain or promote, any of these types of content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or warez, or offer any illegal good or service, or Link to a Web site(s) that does so; (c) engage in spamming, indiscriminate advertising or unsolicited commercial e-mail or otherwise failing to comply with the CAN-SPAM Act of 2003 or other applicable laws regulating commercial e-mail; (d) violate any applicable privacy laws; and/or (e) engage in any illegal activity of any type.
Commission Champ may not review all content on Your Web site. You remain solely responsible for Your Web site content. Commission Champ is, under no circumstances, responsible for the practices of any Publisher or Advertiser or such Publisher or Advertiser's Web site(s), and/or the content of Publishers' subscription e-mails and/or the content that an Advertiser makes available through the Affiliate Network.
The details of Your Campaigns shall be contained within your Advertiser Campaign Terms. You must provide Commission Champ with a copy of your advertising content prior to your campaign being activated on the Commission Champ Affiliate Network. Commission Champ's review for consistency within the Affiliate Network to provide a standard to its publishers under Commission Champ's Publisher Service Agreement. To revise the content located in your advertiser account page, including your domain name, You must submit the content to Commission Champ for review and upon finalization of the content notify Your Publishers with a minimum of 7 days written notice. Notwithstanding the preceding, nothing contained on your Advertiser Campaign Terms may conflict with the terms and conditions contained in this Agreement and the Publisher Service Agreement, and any such conflicting terms and conditions shall be void.
II. Payment:
Whenever Your Account balance is less than the Minimum Balance Amount (see payment Terms section), You must immediately remit a payment to Commission Champ in an amount equal to any negative balance to restore Your Minimum Balance Amount. Your positive Account balance shall be applied towards Payout Fees in the first instance and Payouts on Your behalf by Commission Champ to Your Publishers. Commission Champ is under no obligation to make Payouts to Your Publishers where there are insufficient funds in Your Account. Your Publishers shall have a claim against You directly for non-payment of earned but unpaid Payouts resulting from Your failure to make payment to Commission Champ. You may make payments via check (which will not credit to Your Account until the check has cleared and cash has been transferred to Commission Champ 's bank account) or wire transfer. Your Account will not accrue interest. If Your Account has a negative balance for any period of 45 days or more, Your Account is subject to 1.5% interest per month, compounded monthly. Commission Champ may apply amounts earned by You through Commission Champ or paid by You to Commission Champ, even in a separate Account, towards amounts owed by You as an Advertiser. The number or amount of Transactions and clicks, credits for Payouts, and the charges for "Chargebacks" (as defined in Chargeback terms), as calculated by Commission Champ, shall be final and binding on You. In the event that Commission Champ must incur expenses related to the collection of any outstanding balance or fees, You shall pay Commission Champ 's reasonable expenses associated with said collection, including attorney and collection agency fees.
III. Chargebacks:
A "Chargeback" means that the Transaction is not eligible for a Payout, only in the following circumstances: (a) product return; duplicate entry or other clear error; (b) Publisher's failure to comply with Your Program terms or breach of the Publisher Service Agreement with respect to such Publisher's participation in Your Program; or, (c) with respect to a Sale, non-receipt of payment from, or refund of payment to, the Visitor by You. New, Extended and Corrected Transactions must be processed by You, either through the Account Manager user interface or through a scheduled data transfer (in accordance with Commission Champ 's processes and procedures) by the 1st and 15th of the month for Transactions that occurred the prior 15 day period. Failure to process a Transaction's status by the 1st and 15th of the month results in a Locked Transaction status. Payment of the Payout and Transaction Fees associated with that Transaction must then be authorized by You. "Corrected" means that You have reviewed the Transaction and that You represent and warrant that the Transaction qualifies as a "Chargeback". New Transaction statuses may be changed to Extended status by You only in circumstances where: (a) You are verifying a Lead (for Lead actions); or (b) You have a product return policy or offer that allows the Visitor to return the product during the "Chargeback Period" (but not beyond). "Chargeback Period" means the period of time between the date that a Sale occurred (for Sale actions) or that the Lead was completed (for Lead actions) and the 1st and 15th of the month following (next publisher payment cycle), or the period defined by You as the custom in Your Advertiser Campaign Terms. If the Transaction is Extended, the Chargeback Period is extended through the next publisher payment cycle from the date of the Transaction. You cannot Extend a Transaction after such point.
IV. Cancellation Policy
Upon cancellation any outstanding and unused credit balances will be returned within 10 days of the date of cancellation. All cancellation notices need to be sent in via email to cancellations@commissionchamp.com or via fax to 1-888-577-8467 or via next day mail to the below address.
Commission Champ
970 Burrard Street
Suite B6
Vancouver, BC, V6Z 2R4
Toll Free: 1-888-299-6134
Office: 1-778-786-8581
Fax: 1-888-577-8467
Owned and Operated by Commission Champ, S.A.
V. Reporting:
Reporting on conversion, (sales), leads and/or clicks statistics are the responsibility of the Partner. Reports will be available online or submitted daily to Partner via e-mail in Excel format. Unless a discrepancy occurs, Partner will be billed using the Partner's reporting.
VI. Partner’s Covenants:
Partner covenants that it holds the necessary intellectual property rights and/or licenses to permit the use of the content by www.commissionchamp.com and any and all www.commissionchamp.com publishers and that Partner will not publish, distribute or otherwise provide to www.commissionchamp.com for use hereunder any content that (a) infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights (b) violates any law statute, ordinance or regulation regarding the creation and marketing of online materials including, without limitation, those governing false and/or descriptive advertising (c) is pornographic or obscene.
VII. Limitations on Liability:
In no event shall www.commissionchamp.com be liable for any special direct, indirect, incidental, actual, punitive or consequential damages, or for interrupted communications, lost, data, or lost profits, arising, out of, or in connection with this Placement Order. Under no circumstances shall www.commissionchamp.com be liable to Partner or any third parties for an amount greater than the amounts received from Partner pursuant to this Placement Order.
VIII. Privacy:
All parties represent and warrant that they are fully compliant with applicable privacy laws, and all federal and state regulations.
IX. Confidentiality:
As need herein “Confidential information, shall mean (a) either party’s proprietary information, (b) information marked or designated by either party as confidential, (c) Company suppression lists disclosed between the parties pursuant to this Placement Order (d) Information otherwise disclosed by either party in a manner consistent with the confidential nature, (e) conveyed to the other party, whether or not in written form and whether or not designated as confidential, that is known or should reasonably be known by the other party to be treated as confidential. The parties acknowledge that as a result of the provision of services pursuant to this Placement Order, one party may disclose Confidential Information (Disclosing Party) to the other Party (receiving party). Therefore, the receiving party agrees that it will make no disclosure of the Disclosing Party’s confidential information without obtaining the Disclosing Party’s prior written consent. Additionally, the Receiving party will restrict disclosure of Confidential Information to its employee(s) authorized agent (s) and/or independent contractor (s) shall be explicitly bound by these confidentially obligations and will use reasonable care, but not less care than they use with respect to their own information or like character, to prevent disclosure of any Confidential information. Nothing contained in this Placement Order shall be construed as granting or conferring rights by license or otherwise in any Confidential Information disclosed under this Placement Order. The section seven shall survive any termination of this Placement Order for a period of one-year thereafter. The Receiving Party agrees that monetary damages for breach of confidentiality under this Section 7 may not be adequate and that the Disclosing Party shall be further entitled to injunctive relief. Notwithstanding anything contained herein to the contrary, confidentially provisions shall not apply where the Receiving Party can demonstrate with clear evidence that the information (a) was previously known to the Receiving Party at the time of disclosure, free of any obligation to keep it confidential, (b) became publicity known through no wrongful act of the Receiving Party (c) was rightfully received by the Receiving Party from a third party who was not bound under any confidentially provisions, or (d) was disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.
X. Indemnification:
Partner shall defend, indemnify, and hold the Company and the Company’s directors, officers, employees, agents, parents, affiliates, and subsidiaries harmless against all third-party claims, suits, costs, fees (including but not limited to reasonable attorney fees), settlements, payments, penalties, liabilities, damages, and judgments (claims) incurred, alleged, claimed, or sustained by third parties, that arise from relate, to (a) violation of applicable law asserted against the company to the extend caused, in part of in whole, by the acts or omissions of the Partner in the course of its performance of this Agreement (including but not limited to laws pertaining to confidentiality rights (b) a breach of this Agreement and (c) malpractice or misfeasance in the performance of the Partner’s underlying (i.e. The advertised) content, advertisements, products and/or services (but only with respect to content, advertisements, products, and services authorized and approved by the Partner) but excluding claims resulting in part or in whole, from the Company’s acts or omissions.
XI. Termination
Either party may terminate this agreement, with or without cause, at the end of the term (listed in the campaign description section of this agreement) or upon providing 30 business days written notice to the other party.
XII. Miscellaneous:
Governing Law: This Placement order shall be governed by, interpreted and construed in accordance with the laws of the Province of British Columbia, Canada, notwithstanding its choice of law provisions.
Relationship of the Parties: The parties to this Placement Order, are independent contractors and no agency, partnership, joint venture or employer-employee relationship is intended or created hereby.
Entire Agreement: The Placement Order sets forth the entire understanding and agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter of the Placement Order and may be changed only by a subsequent writing signed by both parties. This placement Order is non-exclusive to Company and Company shall have the right to enter into similar agreements with other third parties. The parties hereby represent and warrant that they shall at all times fully comply with all applicable state and federal statutes, rules and regulations with respect to their respective business including without limitation laws governing deceptive trade practices.
XIII. Customer Data Base, Mail Suppression Lists:
The parties hereto expressly agree that the parties shall share the Customer database generated under the Placement Order. Each of the parties shall be free to use this database as each sees fit, in this sole discretion, provided that such use complies with all applicable state and federal laws, rules and regulations, including without limitations, the CAN-SPAM Act of 2003, as amended from time to time (CAN-SPAM), The parties hereby represent and warrant that they shall at all times fully comply with all applicable state and federal statutes rules, regulations, with respect to their respective business including, without limitation, CAN-SPAM. Partner agrees to: 1. Check such suppression list on a daily basis, 2. Maintain similar suppression lists for opt-out requests that Partner receives directly from its e-mail recipients. 3. Process all unsubscribe requests, no matter the source, within five days of its receipt of such requests and maintain electronic records evidencing the date and time of removal of such e-mail address (es) from its lists and/or database and, 4. Either supply to Company daily-updated suppression lists or provide access to a secure password protected website where such information may be obtained. If Partner fails, at any time, to supply Company with regular opt-out Partner has received requests. Partner represents and warrants that it will use any suppression list for the sole purpose of removing any e-mail address contained therein from the applicable Partner owned and/or controlled mailing lists or to otherwise act to suppress from the receipt of future commercial e-mail messages such constituent e-mail addresses. A suppression list may be transmitted and/or disclosed to Partner in encrypted form, but such encryption shall not change or otherwise alter Partner’s duty of confidentiality with respect to the constituent e-mail address. Partner explicitly agrees not to use any suppression list for purposes of e-mail marketing (or provide a suppression list, or any part thereof, to any third party for said purposes) and will not send, or cause to be sent, any commercial e-mail messages to an e-mail address appearing on any suppression list, unless Partner directly obtains from applicable e-mail addressee (s) subsequent Affirmative Consent, as defined in CAN-SPAM. Partner agrees not to use a suppression list for purposes of e-mail appending in any manner whatsoever. Company further agrees to include a physical address for both itself and Partner in the body of every e-mail. Partner must provide to Company its physical mailing address. If Partner fails to provide such mailing address, Company will use the physical mailing address appearing in the applicable Placement Order.
