This Affiliate Marketing Services Agreement (the "Agreement") is entered into by and between the undersigned Publisher/Affiliate ("Affiliate") and ISLAFFILIATE the "Network", and shall govern the relationship between the parties with respect to the Affiliate's participation in the ISLAffiliate Affiliate Network. The Company responsible for the Self-service affiliate tracking platform maintenance is Traffic Manager Group S.R.L., website TrafficManager.com
As used in this Agreement, the following terms shall
have the respective meanings set forth below:
1.1. "Agreement"
refers to the Publisher and ISLAffiliate Affiliate Network terms of
collaboration and includes everything stated in this Marketing Services
Agreement;
1.2. "INDUSTEX, S.L."
can be referred to as Network, Affiliate Network, or ISLAffiliate, , and means the Affiliate
Network that provides Offers/Campaigns to the Affiliate for the purpose of
advertising services via its online platform;
1.3.
"Publisher/Affiliate" means a collaborator/website publisher, a
company, or a private entity that provides advertising services to the ISLAffiliate
in exchange for a commission for each sale/lead;
1.4. "Advertiser"
is a commercial company that has agreed with ISLAffiliate to join the Platform in
order to promote its products;
1.5. "Creative
Material" means the advertisement and any component or element thereof
provided by the Advertiser to ISLAffiliate, including landing pages, advertising
banners, e-mails, including the body, header and subject lines, the text of the
advertisement, images, videos, and/or any other content forming part of the
Creative Material. The Creative Material shall also include advertising content
created by ISLAffiliate;
1.6. "Landing
page" is a web page showing the Advertiser's product to which an Internet
user is redirected after clicking on a hyperlink in the advertisement, which
serves to convert the visitor into a lead;
1.7. "Lead" is a customer
who has expressed his/her interest in the products promoted through the
publisher's advertising campaigns and has filled in the electronic form on the
landing page with his/her contact details (name, surname, phone and address) so
that the ISLAffiliate can interact with him/her through his Call Centre in
order to formalise the purchase of the product;
1.8. "Commission"
means the fee payable by the ISLAffiliate to the Affiliate for each customer
action or lead generated via the Affiliate's online marketing campaigns on the ISLAffiliate
offers listed in the Platform Marketplace;
1.9. “CPA” (Cost-Per-Acquisition)
refers to a commission payable to the Affiliate for each confirmed sale of a
product to the customer brought by the Affiliate.
1.10. “CPL” (Cost-Per-Lead) refers to a commission payable to the
Affiliate for each generated lead, subject to the tolerance rate.
1.11. “Tolerance
rate” means a percentage of not converted (cancelled, unreachable) leads out of
the total amount of leads generated by the Affiliate tolerated by the ISLAffiliate Network;
1.12.
"Offers/Campaigns" means different physical products or online
services listed in the ISLAffiliate Network Marketplace and made public for the
Affiliates registered in the Affiliate Network for the purpose of online
advertising services;
1.13. "Capping, CAP or
Limit" means the maximum amount of sales/leads the ISLAffiliate allows the Affiliates to
generate via their online Marketing Campaigns. The limit is set for each offer
at the entire Affiliate Network level or for each individual affiliate;
1.14. "Device"
means the devices (phone, tablet, desktop, smart TV, smartwatch, etc.) for
which the offers/campaigns are available or allowed;
1.15. "Territorial
restrictions" means the countries or territories (cities/states) where the
offers/campaigns are not allowed to be promoted/advertised in any way or are
not available and for which, in case of promotion/advertising the leads/sales
will be considered invalid and cancelled from the affiliate credit;
1.16. "Pending
Credit" means the commissions gain by the Affiliate by advertising the
affiliate network offers via his/her own media channels and kept pending by the
ISLAffiliate for quality check before the final approval when the approved
commissions will be moved in the Confirmed Credit and the fraudulent/denied
commissions will be cancelled;
1.17. "Confirmed
Credit" means the confirmed commissions of the affiliate available for
invoicing as listed in the ISLAffiliate Platform under the voice
"Confirmed Credit";
2.1. The price will be
established by reference to the number of products sold or leads obtained after
the promotion, the commission price of the promoted products being published in
the ISLAffiliate platform in the description of each offer listed in the Platform.
2.2. The commission prices
are displayed in EUR currency on the ISLAffiliate platform. In the event the
Affiliate wishes to be paid in a different currency, the payment currency will
have to be agreed in writing with the Advertiser and the conversion rate of the
European Central Bank as of payment date shall be applied.
2.3. ISLAffiliate works with
Cash-on-Delivery (“COD”) offers in all countries available in the network with
two different payment conditions: CPL and CPA.
2.4. The operators of the ISLAffiliate`s
Call Center call the leads generated by the Affiliates within 10 minutes from
the lead's arrival time and repeat the attempt to contact the customer
throughout 10 days if the customer does not answer.
2.5. All validly accrued
amounts shall be paid in full by ISLAffiliate to the Publisher according to the
type of the commission:
· In case of CPL campaigns, the commission is paid for
all the "Confirmed" leads plus a 10% of tolerance for all valid leads
not converted (cancelled, unreachable) once 50% net conversion has been
achieved.
· In case of CPA campaigns, the commission is paid
only for the “Confirmed” leads.
2.6. In any event the
ISLAffiliate does not pay the
commissions for DOUBLE (more than one lead for the same customer) and TRASH
(false or inexistent phone number) leads.
2.7. Payments shall be made
by ISLAffiliate on a weekly basis by Wire Transfer or USDT to the account
indicated by the Affiliate within five (5) business days of receipt of the
invoice, calculated on the basis of the total number of leads generated each
week, according to the following schedule:
Leads received from 1st
to 7th: calculated and paid on the 11th of the month;
Leads received from 8th
to 15th: calculated and paid on the 19th of the month;
Leads received from 16th
to 23rd: calculated and paid on the 27th of the month;
Leads received from 24th
to 31st: calculated and paid on the 4th of the following
month.
2.8. If the date of the
approvals falls on a public holiday, they will be carried out on the first
working day according to the Barcelona working calendar.
2.9. ISLAffiliate may change
the established price CAPs or limitations by prior written notice to the
Publisher. All changes will enter in force within the timeframe agreed between
Parties in writing. Any CAPs or limitation of the number of products to be sold
or leads to be made, reduction of the price of the commission of the promoted
products / leads shall not be applied retrospectively.
2.10. In the event
ISLAffiliate agrees to enter into a pre-payment partnership with the Affiliate,
the terms of such agreement are to be defined in writing; in particular, the
agreement shall stipulate the amount of the upfront payment and the minimum
amount of leads to be generated by the Affiliate in a certain period of time.
2.11. In the event the
Affiliate doesn't spend the upfront payment and/or doesn`t generate the minimum
amount of leads within the period stipulated in the pre-payment partnership agreement,
ISLAffiliate reserves the right to request a refund of the remaining balance,
which shall be credited back to ISLAffiliate`s account within five (5) business
days. This provision applies to the initial and all subsequent upfront
payments.
3.1. Affiliate undertakes
through its website(s) or through social networks to develop his/her own
advertising strategies for the promotion of Offers/Campaigns published on the Affiliate
Network using the Creative Material.
3.2. Affiliate shall issue
invoices to the Affiliate Network for the validated leads, according to the
schedule set forth in clause 2.7. of this Agreement.
3.3. Affiliate undertakes to
make proper use of the Creative Material provided by the Affiliate Network or
Advertisers, and may not use it for purposes other than those indicated in this
Agreement, such as using the Creative Material for promoting other similar
products of third parties (third party Advertisers or platforms).
3.4. Affiliate shall not
post materials that violate the privacy, private life, or any other fundamental
rights of persons, that are threatening, false, deceiving, abusive, harassing,
xenophobic, racist, discriminating, licentious, libelous, vulgar, obscene,
scandalous, instigating hatred, discrimination, or racism, profane, or any
other material that might be a crime or that encourages a behavior that could
favor committing crimes or that might lead to being held accountable or that
might in any way break the law.
3.5. Affiliate shall not
post any material that infringes intellectual property rights of third parties.
3.6. Affiliate shall not
display the ISLAffiliate Network's own or Advertisers material in places where
its image can be associated with the above-mentioned restricted materials.
3.7. All fraudulent traffic
is strictly forbidden.
3.8. The delivery of traffic
in conditions that violate the present offer, and its addendums, will not be
taken into consideration. Additional limitations can be agreed upon by e-mail
or other communication channels.
3.9. The discovery of any
such practices gives the ISLAffiliate Network the right to suspend or, if the
case, deny all payments.
3.10. Affiliate shall be
held legally responsible for his/her failure to comply with good digital
marketing practices, such as employing misleading tactics (e.g. false claims,
false advertising exaggerated benefits, or fabricated testimonials) to entice
consumers or advertising Offers as other products offered by third parties. ISLAffiliate
and/or Advertiser shall not bear responsibility for these or any other
fraudulent actions of the Affiliate.
3.11. The Affiliate shall be
held legally responsible for any action taken by him/her in violation of the
present section 3 and which causes any damage to ISLAffiliate and/or Advertisers.
3.12. Affiliate's
participation in the ISLAffiliate Network does not constitute a contract
between Affiliate and an Advertiser. During the term of this Agreement,
Affiliate shall not directly or indirectly enter into, or attempt to enter
into, any contract or agreement (whether express or implied) with any Advertiser
without the prior written consent of ISLAffiliate.
3.13. During the term of
this Agreement, Affiliate shall not promote third-party products similar to the
Offers/Campaigns listed in the ISLAffiliate Network Marketplace and send leads
generated by advertising the Offers/Campaigns to other affiliate network
platforms and/or other third party Advertisers.
4.1. This Agreement is
concluded for an indefinite period from the date of creation of the affiliate
account, and the obligations of the parties take effect from that date.
4.2. Either Party may
terminate the Agreement, subject to prior two-month notice sent by e-mail to
the other Party, unless there is a serious breach of the Agreement by one of
the Parties which has not been remedied and justifies immediate termination of
the Agreement.
4.3. Upon termination of
this Agreement, Affiliate shall immediately cease all use of the ISLAffiliate
Platform, Services, Offers, and Campaigns, and shall promptly return or destroy
all copies of any ISLAffiliate materials in its possession or control. Any
commissions generated after the date of termination of the Agreement will not
be paid.
5.1. Each party agrees to
keep confidential and not disclose to any third party any confidential
information concerning the other party's business, customers, suppliers, or
affiliates, which is marked or otherwise designated as confidential, or which
should reasonably be considered confidential given the nature of the
information or the circumstances of its disclosure ("Confidential
Information").
5.2. The parties agree that
their obligations under this Section 5 shall survive termination or expiration
of this Agreement for any reason.
Affiliate agrees to
indemnify, defend, and hold harmless ISLAffiliate Network, its parent,
subsidiaries, affiliates, and their respective officers, directors, employees,
and agents, from and against any and all claims, liabilities, damages, losses,
or expenses, including reasonable attorneys' fees and costs, arising out of or
in any way connected with Affiliate's breach of this Agreement or its
negligence, misconduct, or violation of any applicable law.
In no event shall either
party be liable to the other party for any indirect, incidental, consequential,
special, or exemplary damages, including but not limited to lost profits, even
if advised of the possibility of such damages, arising from the performance of
this Agreement or the provision of services hereunder.
8.1. This Agreement
constitutes the entire understanding and agreement between the parties with
respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements, whether written or oral, relating thereto.
8.2. This Agreement shall be
governed by and construed in accordance with the Spanish laws, without regard
to its conflicts of laws principles. In the event of disputes between the
Parties arising out of or in connection with this Agreement, the Parties
undertake to seek an amicable solution before taking legal action.
8.3. Any waiver of any
provision of this Agreement must be in writing and signed by the party against
whom the waiver is sought to be enforced. No waiver of any provision of this
Agreement shall constitute a waiver of any other provision, and any failure to
enforce any provision of this Agreement shall not constitute a waiver of such
provision or any other provision.
8.4. Neither party may
assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of the other party, except that ISLAffiliate
may assign this Agreement to an affiliate or successor in interest in the event
of a merger, acquisition, or sale of all or substantially all of its assets.
8.5. This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
8.6. Any notices or other
communications required or permitted under this Agreement shall be in writing
and shall be deemed given when delivered personally or by email, or when
received by certified or registered mail, postage prepaid, return receipt
requested, or by a recognized overnight courier service. Notices shall be
addressed to the respective parties at the addresses provided in the
registration process, or at such other address as either party may designate by
notice to the other party.
8.7. If any provision of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, or unenforceable for any reason, such provision shall be modified to
the extent necessary to make it valid, legal, and enforceable, and the
remainder of this Agreement shall continue in full force and effect with such
modification.
8.8. Nothing in this
Agreement shall be construed to create a partnership, joint venture, or agency
relationship between the parties. Neither party shall have the authority to
bind or obligate the other party in any manner without the prior written
consent of the other party.
9.1. Each party shall comply
with all applicable data protection and privacy laws, including but not limited
to the provisions of Organic Law 3/2018, of 5 December, on Personal Data
Protection and guarantee of digital rights and EU General Data Protection
Regulation (GDPR), in the performance of their obligations under this Agreement
and in the collection, use, storage, and transfer of any personal data.
9.2. Each party shall
implement appropriate technical and organizational measures to ensure a level
of security appropriate to the risk involved in processing personal data under
this Agreement and to protect personal data against unauthorized or unlawful
processing, accidental loss, destruction, or damage.
9.3. The Affiliate's personal
data will be included in an automated personal data file in order to manage the
commercial relationship. INDUSTEX, S.L. is the controller of the data
processing. Data subjects are informed of their right of access, rectification,
opposition, deletion, limitation and portability, which they may exercise by
sending a request to dataprotection@industex.com. If you consider that your
request has not been adequately addressed, you have the right to file a
complaint with the Spanish Data Protection Agency. For more information, you
can consult our Privacy Policy at www.industex.com.
Neither party shall be liable for any failure or delay
in the performance of its obligations under this Agreement due to causes beyond
its reasonable control, including but not limited to acts of God, war,
terrorism, civil unrest, labor strikes, or any other unforeseen event or
circumstance. In such cases, the affected party shall promptly notify the other
party and use its best efforts to resume performance as soon as practicable.
By clicking the checkbox "I accept the Affiliate
Agreement" on the registration page, Affiliate acknowledges and agrees to
be bound by the terms and conditions of this Agreement. If Affiliate does not
agree with this Agreement, Affiliate should not sign-up for or access the ISLAffiliate Network Platform or Services, and
should delete their account immediately.