Triad Media Inc. Terms of Agreement
All websites, newsletters, companies, or individuals need official approval from Triad Media Inc. http://www.triadmedia.com ("Triad Media") before they can become an Affiliate Partner ("Affiliate"). Triad Media Inc. reserves the right to withhold or refuse approval on any website, newsletter, company, or individual for any reason, whatsoever.
These terms and conditions govern your participation as an Affiliate of the Triad Media Network. The Affiliate agrees to be bound by this agreement and as amended by Triad Media from time to time. Triad Media terms supersede any other terms and conditions between the parties.
Triad Media does not tolerate any Fraud by any of its affiliates or publishers. If Triad Media determines, at its sole discretion that your account has been used in a fraudulent manner, your account will be made inactive and commission withheld pending further investigation.
A. Minimum Requirements. In order to be eligible for Affiliate approval, all websites and newsletters must meet the following criteria:
- Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers.
- Be written in English and contain only English language content.
- Receive a minimum of 1,000 unique page views per month.
- Have a top-level domain name.
- Cannot offer incentives to users to click on ads unless otherwise specified in the campaign description; 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.
- Cannot have any spawning process pop-ups and exit pop-ups for click approved affiliates.
- Cannot have any adult content nor link from, or to, any adult materials including but not limited to:
- Explicit, vulgar or obscene language;
- Posting or referencing of sexually explicit images or other offensive content; or
- Promotion of adult services, such as phone sex or escort services.
- Cannot infringe on any personal, intellectual property or copyrights.
- Cannot contain any of the following:
- Racial, ethnic, political, hate-mongering or otherwise objectionable content;
- Investment, money-making opportunities or advice not permitted under law;
- Gratuitous violence or profanity;
- Material that defames, abuses, or threatens physical harm to others or to you;
- Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.; or
- Software Pirating (e.g., Warez, Hotline) Hacking or Phreaking.
- Cannot promote any illegal activity whatsoever or any questionable or controversial subject matter.
- Cannot have any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic.
B. Non-circumvention. You agree that you will not attempt to contact any of Triad Media Inc.'s clients or customers for the purpose of gaining their business. You recognize that Triad Media Inc. has extended considerable assets in developing its relationships with its clients and customers and that a breach of this paragraph will result in significant damage to Triad Media Inc. that will be hard to quantify. Consequently, you agree that Triad Media Inc. can seek emergency injunctive relief including, but not limited to seeking a temporary restraining order without posting any bond, if you violate this paragraph. You also agree that Triad Media Inc. is entitled to liquidated damages in the amount of $20,000 if you violate the provisions and intent of this paragraph. Triad Media Inc. can recover these liquidated damages or actual damages, at its discretion, in any lawsuit to enforce the provisions of this paragraph.
C. Incentivized Traffic. Unless expressly approved in writing by Triad Media Inc. or specified in the campaign description, YOU ARE NOT PERMITTED to provide compensation, benefits, or incentives of any kind whatsoever, including, but not limited to, points, cash, contest entries, or rewards, to encourage a user to click on an advertisement or to complete a form or action.
- If a site is incentivized and an Affiliate receives a high rate of complaints from our advertisers or immediate cancellations, his or her Affiliate account may, at Triad Media Inc.'s discretion, be evaluated and removed from the network.
- If Triad Media Inc. suspects fraud or the encouragement of cancellations; we reserve the right to remove any and all leads from your account.
D. Click Program. In order to be approved as a "Click Program" Affiliate, all websites and newsletters must meet the following criteria:
- Be approved as a "Leads Program" Affiliate.
- Be content-based, not simply a list of links or advertisements, nor can the site be centered on making money off of our Advertisers.
- Cannot, unless otherwise specified in the campaign description, offer incentives to users to click on ads; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.
- Cannot spawn process pop-ups and exit pop-ups.
- Cannot send Unsolicited Commercial Email (i.e., SPAM).
- Cannot post any specific messages to newsgroups, chat rooms, bulletin boards or any other places unless expressly approved in writing from Triad Media Inc. You can post messages which are generic in nature and do not mention any specific client or offer, which are expressly approved in writing from Triad Media Inc.
- You must be in compliance with our Policies and Guidelines posted at http://www.triadmedia.com
E. Fraud. If you fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by Triad Media Inc., such as pre-population of forms, incentivization when not approved or other mechanisms not approved by Triad Media Inc.), you will forfeit your entire commission for all programs and your account will be terminated. Triad Media Inc. reserves, and you agree, that Triad Media Inc. has the sole right and complete discretion to make all determinations regarding fraud. If Triad Media Inc. suspects fraud and notifies you of this fact, it your OBLIGATION to prove to Triad Media Inc. that you are NOT committing fraud. Triad Media Inc. will hold your payment in 'Pending Status' until you have satisfactorily provided evidence that you are not defrauding the system. Triad Media Inc. is not obligated to notify you that it suspects fraud and may in its discretion take any action it deems appropriate, as outlined in this agreement, if it suspects fraud.
We flag accounts for possible fraud that:
- Have click-through rates that are much higher than industry averages and where solid justification is not evident.
- Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported.
- Have shown fraudulent leads as determined by our clients.
- Use fake redirects, automated software, pixel throttling, manual submissions, call centers, IP proxies, similar or duplicate IP’s, and/or fraud to generate clicks or leads from our programs.
- Indicate incentivization on non-incentive programs.
- Have multiple publisher accounts
If any Affiliate violates or refuses to take part in their responsibilities, or commits fraudulent activity against us, Triad Media Inc. reserves the right to withhold payment and take appropriate legal action to cover its damages. If Triad Media finds that an Affiliate has previously committed undetected fraudulent leads, and was paid for such leads, Triad Media may withhold future earnings to recuperate damages and costs of those leads
F. Payment of Commissions. Accepting these terms constitutes an agreement between Triad Media Inc. and the Affiliate. The commission payment that is generated to the Affiliate varies per registered subscriber to the programs offered and/or per clicks. Affiliate will invoice Triad Media Inc. on a monthly basis following the completion of the first month's Campaign delivery. Payment shall be made to Affiliate within thirty (30) days from the date of invoice receipt. Publisher shall include proof of delivery of the Inventory with each invoice. Failure by Affiliate to provide an invoice within 180 days of publishing the Campaign shall constitute a waiver of right to payment for such Campaign. In the case of CPA commissions, Publisher will only be paid for each unique bona fide visitor or customer generated by Publisher who has satisfied all commission verification requirements set forth by the advertiser. Triad Media Inc.'s determination of the commissions payable to Publisher shall be final and binding.
Advertiser payments received by Triad Media Inc. will be credited to the Affiliate in the month that they are received. Triad Media Inc. does not guarantee payment to the Affiliate if the Advertiser does not pay Triad Media Inc..
Commission payment totals must exceed $100.00. When a commission of at least $100.00 is not earned in a given payment cycle, payment will not be made until the $100.00 minimum is reached. International Affiliates (outside of the United States) agree to a minimum $250.00 to be reached (wire fees may be deducted from commission).
G. Content. Affiliate agrees not to carry objectionable materials on their website which would revoke their affiliation as determined by Triad Media Inc.. Affiliate 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 Triad Media Inc.. Violation of this forfeits your commissions. Affiliate WILL NOT spam or send unsolicited email mentioning or promoting the Affiliate programs. Any violation of this will result in the Affiliate being liable for damages of $1.00 per email sent and other damages as deemed by a court of law.
Editing of an Advertiser's program images or copy is strictly prohibited. Affiliate will only use approved banners and text to link to an Advertiser's sign-up pages. Affiliates will not mislead people to make it seem that they are signing up for an offer that is offered by the Affiliate site. Affiliate can ONLY use banners and approved text, any other use of link and sign-up processes will result in the loss of all sign ups/leads accrued for the Affiliate.
H. Termination. Triad Media Inc. reserves the right to terminate any Affiliate's contract for any reason whatsoever. Termination will be effective immediately. All legitimate moneys due to Affiliate will be paid during the next billing cycle. If Affiliate defrauds the system in anyway or commits any fraudulent acts, then, as outlined above, Triad Media Inc. is not liable to the Affiliate for any payments whether or not the Affiliate thinks it has earned the payment through non-fraudulent means.
I. Affiliate Representations and Warranties. You guarantee that all content, products, and services on your website are legal to distribute and that you own or have the legal right to use any and all copyrighted material.
J. Indemnification. Affiliate irrevocably covenants, promises and agrees to indemnify Triad Media Inc. and to hold Triad Media Inc. 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 actions, traffic, web pages, network, sub-affiliates or services performed under this agreement.
Any legal action taken by an advertiser, agency, client, person, or entity against Triad Media Inc. for actions of you (the affiliate) that violate these terms and conditions, you acknowledge and consent to allow Triad Media Inc. to work with the advertiser, agency, client, person, or entity to divulge your personal information. You also agree that Triad Media Inc. is not liable for your actions, and you will indemnify and hold Triad Media Inc. harmless for all costs (legal or otherwise) that Triad Media Inc. incurs if Triad Media Inc. is sued by any advertiser, client, agency, person, or entity in relation to services you perform under this agreement.
K. Change Terms of This Agreement. Triad Media Inc. reserves the right to change any conditions of this contract at any time. Changed or updated terms will be posted to Affiliates account upon login. Affiliates are responsible for complying with any changes to the contract within 10 calendar days from the date of the email notice. Failure of the Affiliate to terminate the agreement within those 10 calendar days will constitute acceptance of the changes to this contract.
L. Triad Media Inc. Representations and Warranties. Triad Media Inc. gives no warranty, express or implied, for any and all services and products provided, including, but not limited to, warranty of merchantability and warranty of fitness for a particular purpose. This statement expressly includes any reimbursement for losses of income due to disruption of service by Triad Media Inc. or its upstream providers.
M. Choice of Law. You agree to settle any dispute under this agreement under the laws of the State of Washington. Any litigation arising under this Agreement will be brought in the federal or state courts of King County.
N. Severability. If any provision of this agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this agreement shall not be affected thereby.
O. Age Limit. You must be 18 years or older to sign up as a Triad Media Inc. affiliate.
P. Country and Language of Campaigns. Your traffic must come from relevant countries to the campaigns. We reserve the right to monitor IP source and remove credit for non-country relevant traffic. English-related campaigns must be delivered to English-speaking countries. USA based campaigns must be delivered to USA based citizens, and so forth. (i.e. Clicks coming from China for USA based campaigns will probably not result in credit).
Q. SPAM. Triad Media Inc. requires all its Affiliates, including you, (hereafter referred to as "Affiliate ") to follow all Mandates outlined in the Can Spam Act of 2003 in addition to all applicable State and Federal Laws. The "Can Spam Act of 2003" is a broad explanation of rules and requirements. Triad Media Inc. insists that you operate under its most strict interpretation, including but not limited to the following:
- False Representation: Affiliate will not transfer any commercial email that has header information that was obtained by means of false representation. This includes an originating electronic mail address, domain name, or Internet Protocol address.
- "From Line:" Affiliate will use a "from line" that names itself or any other party responsible for originating or transmitting a commercial electronic mail message as the advertiser.
- Misleading Header Information: Affiliate will not use, nor work with, a third party that uses another to relay or transmit the message for the purpose of disguising its origin. Affiliate shall not transmit any commercial email with misleading header information. Affiliate will require accurate information identifying the computer used to initiate the message.
- Misleading Subject Line: Affiliate will not transmit commercial email if it believes that a subject heading of the email is likely to mislead a recipient regarding the contents or subject matter of the message.
- Opt-out Mechanism: Affiliate will provide the recipient of a commercial email message an obvious and distinct "opt-out" option. A recipient may choose this option to submit an Internet-based request not to receive future commercial emails from any party advertised or promoted by the message.
- In the case that more than one party advertises in a single commercial email, Affiliate will require that the message have an obvious "opt-out" device for each party.
- Affiliate must require all clients to share any and all requests from those who do not wish to receive messages from any advertisers.
- Opt-out Services: Affiliate will provide services to any of its clients to support an Internet-based "opt-out" device if the client agrees to the following:
- Affiliate requires exclusive authority to distribute such party's commercial email messages. Affiliate will manage all Internet-based "opt-out” mechanisms for the advertiser. Advertiser will agree to have its offers exclusively hosted in Affiliate's system.
- Advertisers must provide an accurate physical address so that Affiliate may include it in each commercial email. Affiliate will also provide a physical address in each commercial email.
- Detailed Declaration: Affiliate will provide an obvious and detailed declaration in each commercial email explaining that the message is an advertisement or solicitation.
- Consent: All commercial electronic mail messages that Affiliate transmits to recipients will be done so only if the recipient has consented to receive such email.
- Physical Address: Affiliate will always include a valid physical address for itself and the postal address of any client who is advertised or promoted in a commercial email.
- Electronic Mail Address Collection: Affiliate will not initiate the sending of an electronic mail message to a recipient whose address was obtained via automated means.
- Transfer: Affiliate will not give, sell, or transfer any address if any statement was provided assuring a unique relationship with Affiliate.
- Address Generation: Affiliate does not generate automated electronic mail addresses by randomly combining names, letters, or numbers for the purpose of illicitly collecting recipients' electronic mail addresses.
- Sexually Oriented Material: Affiliate is not currently nor has it ever been in the business of transmitting electronic mail containing sexually oriented material.
- Fraud: Affiliate has never endorsed or engaged in any fraudulent practices.
- Unauthorized Transmissions: Affiliate expressly forbids unauthorized transmission of any messages on behalf of its customers including but not limited to the following:
- Use any of falsified electronic mail transmission information.
- Automated means to register online user accounts.
- Transmission of any commercial electronic mail from or through a computer that has been accessed without authorization.
- Transmission of commercial email with intent to disguise the actual origin of the email or to falsify the identity of the actually registrant.
Affiliate also agrees to be in compliance with all state laws pertaining to email in any state where the email may be received or that may have jurisdiction to review affiliates activities. It is the affiliate’s responsibility to know what laws these are and to comply with those laws.
Affiliate will indemnify and hold Triad Media Inc. harmless, including all legal costs and attorney fees, for any violation of any state or federal law regulating the use of email. Additionally, affiliate and its officers agree that its officers will be personally liable and responsible to indemnify and hold Triad Media Inc. harmless if the affiliate violates and state or federal law regulating the use of email.
Please note Triad Media requests that Affiliate send a test email for approval before emails are sent.
R. Limitations on Damages. In any lawsuit to enforce the terms of this agreement, the Affiliate is limited to actual damages, unless stated otherwise in this agreement. The Affiliate shall not be entitled to consequential damages or anticipated lost profits as damages. Any party seeking to enforce the terms of this agreement is entitled to recover is reasonable costs and attorney fees if it is found to be the substantially prevailing party.
S. Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate where the damages, without attorney fees and costs, are less than $100,000, shall be determined by arbitration in King County, Washington, before one arbitrator with each party having the right to conduct one deposition. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
The arbitrator shall, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.
Triad Media in its sole discretion may elect to file an action in any court of competent jurisdiction in King County Washington. The prevailing party in any such action shall be entitled tor recover its attorney fees.
For questions or comments, please contact Triad Media Inc., firstname.lastname@example.org