These Publisher Terms and Conditions ("Agreement") govern the services provided by ValpaCore LLC(hereinafter referred to as "ValpaCore"). By using the services and becoming a marketing affiliate/publisher for ValpaCore, you ("Publisher") agree to be bound by this Agreement.
1. Application to ValpaCore's Publisher's program.
All websites, newsletters, companies, or individuals need official approval from ValpaCore before they can become a Publisher and use our service. ValpaCore reserves the right to withhold or refuse approval for any reason, whatsoever.
A. In order to be eligible to become a Publisher, all websites and affiliated websites
must meet the following criteria:
1. Be written in English and contain only English language content
2. Have a top-level domain name
3. Be fully functional at all levels; no "under construction" sites or sections
4. Spawning process pop-ups and exit pop-ups are prohibited
B. The content of the websites, affiliated websites and Email distribution lists cannot infringe on any personal, intellectual property or copyrights including but not limited to:
1. Racial, ethnic, political, hate-mongering or otherwise objectionable content
2. Investment, money-making opportunities or advice not permitted under law
3. Gratuitous violence or profanity
4. Material that defames, abuses, or threatens physical harm to others
5. Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.
6. Software ValpaCorerating (e.g., Warez, Hotline)
7. Hacking or Phreaking.
8. Any illegal activity whatsoever
9. Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic
ValpaCore grants You a non-transferable, non-exclusive limited license, if approved, to use ValpaCore's site and any data, reports, information or analyses arising out of such use, subject to the terms and conditions set forth herein. You acknowledge and agree that You do not have, nor will claim any right, title or interest in ValpaCore's software, applications, data, methods of doing business or any elements thereof. You may only access ValpaCore's site via web browser, Email or in a manner approved by ValpaCore. Site integration tags must NOT be altered. Altering tags may jeopardize Your ability to be paid for Events.
2. Fraud.
ValpaCore actively monitors traffic for Fraud. If we detect any fraudulent leads or clicks from your account, your account may be made inactive pending further investigation. If the fraud detected is substantial as deemed solely by ValpaCore, we reserve the right to inactivate a publisher's account with 24 hour notice and withhold any pending commission. ValpaCore reserves sole judgment in determining fraud, and you agree to this clause. Examples of fraud include, but are not limited to, leads or clicks generated from the use of a proxy and leads or clicks generated with the use of false information. If your account is not
If an investigation is taking place of your account for fraud, it is the OBLIGATION of the Publisher to prove to Company that they are NOT committing fraud. Company will hold your payment in 'Pending Status' for 30 days in order for you to provide evidence that you or any traffic you generate is not fraud. After the 30 days, the account will be closed without payment to the publisher.
3. Payment.
Payments shall be made to Affiliates within twenty (20) days after the end of each calendar month and after receiving payment from the advertiser, only if payment due is above twenty-five (25) dollars. If the monthly amount does not achieve this minimum, it will be rolled over into the next month. Any Publisher requiring payment must turn in a signed and dated W-9 form (if US) or W-8 form WITH tax number attached (if Canadian or international). Certain fees may incur for payment issued to International users. Delinquent advertiser payments will be credited to the Publisher in the same month that they are received. ValpaCore does not guarantee payment to the Publisher in the event of advertiser non-payment.
Payment to the Publisher will only be made for leads and/or sales that the advertiser has paid ValpaCore for. Any leads that the advertiser reverses will result in the denial of commission for that specific lead.
4. Termination.
This Agreement may be amended from time to time upon ValpaCore's discretion and shall be deemed effective 2 business days after which the amendment has been posted. Once approved as a Publisher, either the Publisher or ValpaCore may terminate this contract without cause in good faith by giving 3 days written notice.
An account will be terminated if the publisher has been inactive for 90 days unless the publisher requests ValpaCore for the account to remain open. The 3 day written notice requirement does not apply to accounts which have been inactive for 90 days. "Inactive" for the purposes of this provision is defined as "the failure to generate a single lead for a duration of 90 days." The representations, warranties and obligations contained in the following paragraphs shall remain in full force and effect after termination of this Agreement. All payment obligations accruing prior to the termination date shall survive until fully performed.
5. Customer Information.
All information submitted by end-user customers pursuant to a Program is proprietary to and owned by ValpaCore or its affiliates. Such customer information is confidential and may not be disclosed by Company. In addition, You acknowledge that all non-public information, data and reports received from Company hereunder or as part of the services hereunder is proprietary to and owned by ValpaCore. All proprietary information is protected by copyright, trademark and other intellectual property law. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary information in any manner.
6. Disclaimer of Warranty.
The information, content and services on the site are provided on an "As Is" basis with no warranty. No warranties are made by either party as to the services or technology described in this agreement, and each party hereto expressly disclaims anyand all respresentations and warranties of any kind, express or implied, with respect to the operation of the site, the information services, and content includedo n the site and provided by ValpaCore, inlcuding but not limited to implied warranties of merchantablitiy, fitness for a particular purpose, title or noninfringement as it relates to the technology and services provided pursuant to this agreement. This statement expressly includes any reimbursement for losses of income due to disruption of service by ValpaCore or its upstream providers.
7. Indemnity.
You agree to indemnify and hold harmless ValpaCore, its agents, officers, directors and employees against all liability to third parties resulting from the acts, or failure to act, of such indemnifying party, or any acts of its customers or users. In addition, you agree to indemnify ValpaCore for any and all costs (including reasonable atorney's fees), charges, fines, expenses, losses, suits, damage or liabilities arising from any violation by you and your sub-Affiliates of the limitations and obligations of these Terms and Conditions.
No party will be liable to the other for any special, consequential, incidental, punitive or indirect damages, losses, costs or expenses of any kind arising from your participation as a Publisher with our publisher program - regardless of whether or not each party has been advised fo the possibility of such damages, losses, costs or expenses. In the event of a dispute arising from or concerning the subject matter of these Terms and Conditions or your participation and termination from our publisher program, you agree to first attempt to resolve the dispute through good faith negotations. In the event that this is ineffective, the parties shall refer the dispute(s) to a mutually acceptable mediator for hearing in Los Angeles, California. Any continuing litigation arising under this Agreement will be brought in the federal or state courts located in Los Angeles, California.
8. Assignment and Jurisdiction.
ValpaCore may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of ValpaCore, which shall not be unreasonably withheld. This Agreement shall be construed and governed by the law of the state of California. You expressly consent to the exclusive venue and personal jurisdiction of the state and federal courts located in Los Angeles County, California for any actions arising from or relating to this Agreement.
9. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not effect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
10. Force Majeure.
Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.
11. Relationship/Miscellaneous.
This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. Each Party is an independent contractor and not a partner, joint venturer or employee of the other. All notices shall be sent to the addresses submitted by You when signing up for the service by certified mail, fax, Email or courier.