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GENERAL TERMS AND CONDITIONS FOR AFFILIATES

These General Terms and Conditions for Affiliates (the “Terms”) together with the Insertion Order (“IO”) if was issued with respect to the collaboration, and the Terms of Use and Privacy Policy available at http://www.verumm.com/privacy-policy/ (the “VelisMedia Terms”) which are incorporated hereto by reference, are entered into and shall constitute a binding agreement by and between VelisMedia Ltd. and its affiliates (“VelisMedia”) and the party executing the activity (“you” or the “Affiliate”, and together with VelisMedia – the “Parties”), as of the Effective Date stated as the day of registration

These Terms, the IO and the VelisMedia Terms shall be collectively referred to as the “Agreement”. In the event of any inconsistency between the provisions of these Terms, and those set forth in the IO, the provisions of the IO shall prevail. These Terms shall govern any and all future mutual agreed campaigns, unless as agreed otherwise by VelisMedia and you in writing.

 

Services

 

Subject to affiliate’s (including its affiliates, clients, agents or anyone else on its or on their behalf, all hereinafter collectively referred to as “Advertiser”)) full compliance with the terms of the Agreement, VelisMedia will promote its Advertiser’s products or services by transmitting images, text, videos and/or any other materials provided by the Advertiser (“Creative”), via affiliate’s publishers network (“Publishers”) in accordance with the campaign guidelines provided by the VelisMedia and agreed to by affiliate (e.g. selected geographic campaign targets, excluded publisher categories etc.) (collectively – the “Services”).

 

VelisMedia reserves the right (but is not required or obligated) to withhold or refuse approval on any Publisher, website, application, company, or individual for any reason whatsoever.
Enrollment in the Affiliate Program

 

Affiliate must submit an Affiliate Program application from VelisMedia’s website. Affiliate must accurately complete the application to become an affiliate and not use any aliases or other means to mask your true identity or contact information. After VelisMedia review your application, it will notify the Affiliate of acceptance or rejection to the Affiliate Program, generally within two (2) business days. VelisMedia may accept or reject your application at our sole discretion for any reason.

 

Affiliate Fraud

 

If you fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by VelisMedia at its discretion, such as pre-population of forms or mechanisms not approved by VelisMedia), VelisMedia may revoke any and all right you may have to receive Commission under this Agreement, and your Publishers Network account will be terminated.

 

Payments

 

VelisMedia shall remit payment of Commissions to Affiliate (“Payment(s)”) net 30 days from invoice receipt and after it receives payment from Advertiser for the respective Campaign. No Payments can be issued without an Invoice or payment request form and appropriate tax withholding exemption forms as applicable. Payments shall be calculated and determined solely based on VelisMedia’s data and information with respect to the Campaigns, Revenues and Commissions due to Affiliate.

VelisMedia reserves the right to suspend payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms in this Agreement by the Affiliate. VelisMedia reserves the right to deduct from Affiliate’s current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled VelisMedia purchases.

VelisMedia reserves the right to immediately cancel or withhold for later review any Commission Fee based on the foregoing or that otherwise fails to meet the Criteria. It is the responsibility of the Affiliate to monitor the payment, denial and withholding of Commission Fees; VelisMedia is not obligated to actively notify Affiliates of the status of Commission Fees

Any attempt by an Affiliate to manipulate, falsify or inflate Referred Customers, Qualifying Purchases or Commission Fees to intentionally defraud VelisMedia or violation of any of the terms of this Agreement constitutes immediate grounds for VelisMedia to terminate this Agreement and will result in forfeiture of any Commission Fees due to you.

 

Campaign Instructions

 

Affiliate will only use VelisMedia-provided advertising materials in their advertising of VelisMedia’s Advertiser Creative and related linking to an Advertiser’s Campaign. Affiliate will NOT create their own banners or advertising content in connection with any Advertiser Creative or Campaign, unless expressly approved in writing by VelisMedia. Editing or modification of any Creative or any part thereof is strictly prohibited.
Affiliate will comply with all instructions will be given by VelisMedia (including by email exchange between VelisMedia’s and Affiliate’s Primary Contacts) in connection to the advertisement characteristics such as: forbidden traffic sources (gambling, torrent, vulgar, pornographic etc.), prohibited words and contents, relevant media types (pops, mobile display, email etc.), relevant countries etc.
Unless expressly permitted otherwise, Affiliate will not edit or modify the Ad in any way, including without limitation resizing, altering, and changing the Ad. Affiliate will display the Ads in accordance with all applicable specifications, limitation and restrictions. VelisMedia may change or revise the content at any time, in its sole discretion, and Affiliate agrees to use only the most recent version of the content that is approved by Velismedia.

Affiliates WILL NOT spam or send unsolicited email mentioning or promoting the Advertisers Creative or Campaigns.

 

Representations and Warranties

 

Affiliate represents and warrants at all times throughout the Term (as defined below) that: (i) it has full authority to enter into this Agreement and to carry out and fully perform its obligations hereunder, and there is no restriction, limitation, or obligation, whether contractual statutory or otherwise, which prevents it from maintaining its representations and fulfilling its obligations under this Agreement; (ii) it has obtained, maintains, and is the holder of all licenses, permits, certificates, and authorizations required by any applicable law, regulation, statutory or governmental authority, for it to lawfully operate its website, mobile application and/or services (collectively, “Affiliate Services”), and provide, offer, distribute, broadcast, and publicly perform the Campaigns in accordance with this Agreement; (iii) it complies and shall continue to comply with all applicable laws, rules, and governmental (state, local, and community) and regulatory levies and requirements relating to it and the Services; (iv) it will comply with all applicable international, national, state, regional and local laws and regulations in marketing, streaming and providing its Affiliate Services, including, without limitation and where applicable, laws, regulations and directives applicable to the processing of personal data and on the free movement of such data, and the protection of privacy; (v) it has the full right, authority, permissions, approvals and consents, including from end-users (as applicable), to access, store, collect, analyze, use and process, and allow Advertisers and VelisMedia (on behalf of Advertisers) to do the same, personal or personally identifiable data (collectively, “Data”) in connection with the Services and Advertiser Campaign, and in accordance with the terms of this Agreement, and all Data has been and will be legally acquired, and the Data, and its accessing, collection, storage, use, analysis, and processing by Advertisers and/or by VelisMedia on Advertisers’ behalf does not and will not infringe any third party’s rights; (vi) Affiliate Services (and any content therein) do not infringe any Intellectual Property Rights, rights of publicity, privacy or data protection rights of any third party and, except as otherwise explicitly approved by VelisMedia in writing, are not vulgar, pornographic or obscene, nor may they harm in any way the goodwill or reputation of VelisMedia or disparage or bring VelisMedia into disrepute, including by possibly being perceived as indecent, illegal, misleading, harmful, abusive, harassing, liable, defamatory or containing or embodying other offensive materials; (vii) it may not authorize a third party to do any of the foregoing; (viii) it shall be solely responsible for creating backup copies of any data and information relating to its use of the Services, at its sole expense.

 

Disclaimers; Limitation of Liabilities

 

VelisMedia DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICES (OR ANY PART THEREOF). THE SERVICES (AND ANY PART THEREOF), INCLUDING WITHOUT LIMITATION ANY CONTENT, DATA, PRODUCTS, MARKETING MATERIALS, REPORTS AND ANY INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. VelisMedia is not responsible for the results of AFFILIATES’ USE OF THE SERVICES NOR ITS PUBLICATION OF CAMPAIGNS, including FOR any success or failure thereof.

VELISMEDIA DOES NOT WARRANT OR REPRESENT THAT THE SERVICES UNDER THIS AGREEMENT WILL BE PROVIDED WITHOUT INTERRUPTIONS OR SHALL BE ERROR FREE, NOR THAT THE ADVERTISER CAMPAIGN OR THE SERVICES ARE OF SATISFACTORY QUALITY including without limitations in regards to MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, NON-INFRINGEMENT, USABILITY, QUALIY, AVAILABILITY, SECURITY, ACCURACY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, EFFECTIVENESS AND/OR RELIABILITY OF THE TECHNOLOGY AND/OR THE SERVICES, INCLUDING OF ANY CONTENT, DATA, RESULTS, OR THER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH AFFILIATE’S USE OF THE SERVICES. VELISMEDIA DOES NOT ENDORSE ANY ENTITY, PRODUCT, SERVICE OR CREATIVE USED AND/OR TRANSMITTED IN CONNECTION WITH THE SERVICES, NOR ANY ADVERTISERS OR CAMPAIGNS. THE USE OF THE SERVICES ARE AT AFFILIATE’S OWN RISK.

 

VELISMEDIA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUANTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF OR DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUES OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF THE SERVICES (OR ANY PART THEREOF), USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL OR PROFITS, THE PERFORMANCE OR FAILURE OF VELISMEDIA TO PERFORM UNDER THE AGREEMENT, ANY OTHER ACT OR OMISSION OF VELISMEDIA BY ANY OTHER CAUSE WHATSOEVER, INCLUDING DAMAGES ARISING FROM THE CONDUCT OF AFFILIATE, ANY ADVERTISER AND/OR ANY END-USERS, OR ANY CAMPAINGS AND/OR MATERIALS USED AND/OR MADE AVAILABLE THROUGH THE SERVICES; OR BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT DEROGATING FROM THE FOREGOING, THE AGGREGATE LIABILITY WHICH MAY BE IMPOSED UPON VELISMEDIA UNDER THIS AGREEMENT SHALL NOT EXCEED THE SUM OF ONE HUNDRED (100) US DOLLARS.

AFFILIATE HEREBY ACKNOWLEDGES AND AGREES THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR VELISMEDIA’S SERVICES TO AFFILIATE, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF VELISMEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES.

 

Indemnification

 

AFFILIATE acknowledges, warrants and agrees that ITS USE OF THE SERVICES IS SUBJECT TO AFFILIATE’S representation that AFFILIATE is authorized and holds all consents and authorizations required to USE THE SERVICES AND ACT AS AFFILIATE OF THE CAMPAIGNS IN THE AFFILIATE SERVICES, and that all data regarding END-USERS OBTAINED PURSUANT TO the execution of this agreement, will be only used for legal purposes and according to any applicable laws.

 

Affiliate shall indemnify and hold harmless VelisMedia, its assignees, agents, employees, officers, directors, clients, acquirers and suppliers from and against any claims, actions, demands, losses or damages, including without limitation, attorneys’ fees, costs related to in-house counsel time, court costs and RELATED witness fees, relating or arising from AFFILIATE’S VIOLATION OF ANY TERM OF THIS AGREEMENT. The indemnity obligations of this paragraph are contingent on VelisMedia giving reasonable written notice of any such claim or suit. VelisMedia will have sole control over the litigation or settlement of such claim or suit.

 

Intellectual Property and Maintenance

 

The Services and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Services), specifications, methods, procedures, information, know-how, algorithms, data, technical data, interactive features, source and object code, files, interface and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned and/or licensed to VelisMedia and are subject to copyright and other applicable intellectual property rights under domestic laws, foreign laws and international conventions.
VelisMedia hereby grants Affiliate, and Affiliate accepts, a nonexclusive, non-transferrable, non-sub-licensable and fully revocable limited license to use the Services only in accordance with the Agreement and for the duration of the Term.

Affiliate may not copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to the VelisMedia’s proprietary rights, including the VelisMedia’s Intellectual Property, either by itself or by anyone on its behalf, in any way or by any means, unless expressly permitted in these Terms. Further, Affiliate may not (i) violate the legal rights of others and/or transmit or otherwise make available in connection with the Services any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component including code to monitor users without their prior consent; (ii) interfere with or disrupt the operation of the Services; (iii) create a database by systematically downloading and storing all or any of the content from VelisMedia’s software and/or forward any data generated from the Services without the prior written consent of VelisMedia; (iv) impersonate any person or entity, including, but not limited to, any Company agent or representative, falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that VelisMedia endorses Affiliate; and/or (v) use the Services in any way or context that harms the goodwill or reputation of VelisMedia or that may disparage or bring VelisMedia into disrepute, including any use that contains and/or may be perceived as indecent, illegal, misleading, harmful, abusive, harassing, liable, defamatory or other offensive materials.

VelisMedia has no obligation to provide support, maintenance, upgrades, modifications, or new releases under these Terms.

 

Modification of Agreement

 

VelisMedia reserves the right to change any conditions of this Agreement at any time, subject to the prior approval of Affiliate (via the Affiliate’s designated Primary Contact as indicated in the IO), which shall not be unreasonably withheld or delayed. Change notices shall be sent to Affiliate’s Primary Contact by email, and Affiliate shall be responsible for complying with any changes to the Agreement immediately upon its approval, or otherwise if such approval is unreasonably withheld or delayed – within seven (7) calendar days from the date of notice. Failure of the Affiliate to terminate the Agreement within those seven (7) calendar days will constitute acceptance of the changes to this Agreement. Modifications may include, for example, changes in the scope of available Commissions, Payment schedules, Payment procedures and Advertiser Campaign rules. Any changes or modifications made will be in ‘good faith’, the Agreement will not be altered to purposely avoid paying Affiliate its due Commissions.

 

Term and Termination

 

The term of this Agreement will commence upon the execution hereof by both parties and will continue until terminated by either Affiliate or VelisMedia or as detailed in the respective IO (the “Term”). Either Affiliate or VelisMedia may terminate this Agreement at any time, with or without cause, by giving the other Party at least twenty four (24) hours prior written notice. In the event of a material breach by Affiliate­­­­, VelisMedia may terminate this Agreement immediately without notice or cure period, without liability to VelisMedia. Upon the expiration or termination of these Terms and/or the Agreement, all licenses granted hereunder shall immediately terminate, and Affiliate shall immediately cease any and all use of the Services. Notwithstanding anything to the contrary in the foregoing, these Terms shall survive the termination of the IO and shall govern any and all future mutually agreed campaigns, unless as agreed otherwise by VelisMedia and you in writing.

 

Confidentiality

 

All information disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”), prior to or during the Term, whether in writing, orally or in any other form which is not in the public domain (“Confidential Information”), shall be held in absolute confidence, and Receiving Party shall take all reasonable and necessary safeguards (affording the Confidential Information at least the same level of protection that it affords its own information of similar importance and in no event less than a reasonable degree of care) to prevent the disclosure of such Confidential Information to third parties. In addition, Receiving Party will limit its disclosure of the Confidential Information to employees with a “need to know” and only in the context of such employees’ fulfillment of their duties under this Agreement. The provisions of this paragraph shall survive termination or expiration of this Agreement, for any reason whatsoever. It is agreed that the following shall not be considered Confidential Information: (1) information that is already known to the Receiving Party at the time of disclosure, as such may be evidenced in the Receiving Party’s written records; (2) information that is or becomes known to the general public through no act or omission of the Receiving Party in breach of this Agreement; (3) information that is disclosed to the Receiving Party by a third party who is not, to the knowledge of the Receiving Party, in breach of an obligation of confidentiality; (4) information that was or is independently developed by the Receiving Party without use of or reference to any of the Confidential Information, as such may be evidenced in the Receiving Party’s written records; or (5) information that is disclosed pursuant to a court order, provided that the Receiving Party notifies the Disclosing Party of such order and uses reasonable efforts to limit such disclosure only to the extent required.

 

Entire Agreement and Miscellaneous

 

This Agreement reflects the sole agreement between the Parties relating to the subject matter hereof and supersedes all prior understanding, writing, proposals, representations or communication, whether oral or written, of either Party. This Agreement may only be amended by a written instrument executed by both Parties. At any time, VelisMedia may block access to the Services (or any part thereof) and/or temporarily or permanently limit, suspend or terminate such access, for any reason, at its sole discretion, in addition to any other remedies that may be available to it under any applicable law, without assuming any responsibility with respect to such actions or any related loss of any data. Affiliate may terminate any campaign with twenty four (24) hours prior written notice. Any such termination will take effect only after the end of the twenty four (24) hours from Affiliate’s notice. The provisions of the Affiliate Fraud, Representations and Warranties, Disclaimers; Limitation of Liabilities, Indemnification, Intellectual Property and Maintenance, Term and Termination, Confidentiality, and Entire Agreement and Miscellaneous sections, will survive the termination or expiration of these Terms. These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to the Services software will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to this Agreement, including your use of the Services hereunder, will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of Tel-Aviv, Israel. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. Affiliate may not assign, sublicense or otherwise transfer any or all of its rights or obligations under these Terms without VelisMedia’s prior express written consent. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.