Network Operating Agreement
This Affilight Network
Operating Agreement (the "Agreement") is made and entered into by and
between Affilight Network ("Affilight Network" or "we"),
a company duly incorporated and operating under the laws of the Republic of
Cyprus, and you ("you" or "Affiliate"), the party
submitting an application to become a Affilight Network affiliate.
By accepting these Terms and
Conditions you also agree to be bound by the terms and conditions set out in
individual applicable Offers as offered by Affilight Network, forming an
integral part hereof and prevailing, should there be any contradiction.
The following words and phrases used in the Agreement shall
The Agreement – this Affilight Network Operating
Agreement, including all and any modifications and/or attachments to it.
Advertiser – a party that intends to attract Visitors to their
site and motivate them to perform Specified Actions.
Affiliate – a party that is interested in showing ads on their
side and receiving money, for specified actions of Visitors.
Affilight Network - a broker's system between
Advertiser and Affiliate that is performing main operations like rotating
Creative Media files of Advertiser on Sources, managing statistics of
Impressions, Clicks and Conversions of Visitors, statistics of all financial
data and payments between all subjects.
Commission – money paid from Affilight Network to Affiliate.
Conversion - the completion of Specified Actions on Advertiser's
site, such as a purchase, registration, or sign-up etc.
Creative Media - text, audio, visual or audiovisual
material (file) prepared to be demonstrated to Visitors, motivating them to perform valued actions for
Advertiser. In many cases, it is a file in GIF, PNG, JPG, APK or other format.
Fraud – any actions of Affiliates in breach of the conditions
of Offers and/or these Agreement and/or applicable laws as to the Traffic
sources, types, volumes, etc.
Landing Page - specific URL where Advertiser
wants to lead Visitors traffic for a specific campaign.
Links – Segments of text or a graphical item that serves as a
cross-reference between the Source and Landing Page.
Offer or Campaign– Applies to Affilight Network: A proposal
made to Affiliate that expresses readiness to pay money to the affiliate for
specific actions of Visitors. It includes next parameters:
Offer Goal -
one or more goals that can be performed by Visitors,
Offer URL - one or
more landing pages of Advertiser that Visitors can be led to,
Specified Action – an action, specified by the
Advertiser as Specified Action and performed by a Visitor having clicked
through the Link. The Specified Action is regarded as such only if all of the
information required for such action is completed within the time period allowed
by Affilight Network and the action is not later determined by Affilight
Network to be fraudulent, incomplete, unqualified or a duplicate.
Traffic - the flow of Visitors who have interacted with an ad
in any way. The traffic may vary by type and source.
Traffic Source – web, mobile, or other resources
employed by the Affiliate to publish Links and Creative Media.
Visitor – Party that visits Traffic Source and watches ads,
then clicks Creative Media and performs Conversions. The Visitor must be a
person, not a computer generated visitor, such as a robot, spider, computer
script or other automated, artificial or fraudulent method to appear like an
individual. Use of pre-populated fields is forbidden.
of the Agreement
This Agreement applies to your participation in the Affiliate
Network run by Affilight Network as an Affiliate, subject to consideration and
terms and conditions as set out in individual Offers you can access through the
and Responsibilities of Affilight Network
All obligations of Affilight Network are subject to
acceptance of you as an Affiliate and your continued compliance with the terms
and conditions of this Agreement, as well as all and any disclaimers,
limitations of liability or restrictions in this Agreement and/or Offers.
Affilight Network, via the Affilight Network,
will give you access to the Offers of Advertisers, always in compliance with
terms, conditions and restrictions of such Offers;
By way of participation in Offers Affilight
Network will make available to you graphic and textual links to the Landing
Pages (“Links”) and/or other creative materials (“Creative Media”) which you
may display at your Traffic Sources. The Links and Creative Media will serve to
identify you as a member of our Affilight Network and will establish a link
from your Traffic Source/s to the Landing Pages;
Affilight Network will provide payment of
Commission for each Specified Action, as defined in each individual Offer and
subject to all terms, conditions and restrictions of such Offer. The Affiliate
understands and agrees that Payment of Commissions is dependent upon
Advertisers providing such funds to Affilight Network, and therefore, you
agree that Affilight Network shall only be liable to you for Commissions to
the extent that Affilight Network has received such funds from the
Advertisers. You hereby release Affilight Network from any claim for
Commissions if Affilight Network has not received such funds from the
and Responsibilities of the Affiliate
The Affiliate shall:
Bear full responsibility for development,
operation, maintenance and content of materials published in the Traffic
Sources to the extent he or she is in reasonable control of such development,
operation, maintenance and content;
Ensure that all materials published in your
Traffic Sources or otherwise used in connection with the Affilight Network (i)
are not illegal, (ii) do not infringe any intellectual property or personal
rights of any third party and (iii) do not contain or link to any material
which is harmful, threatening, defamatory, obscene, harassing, promotes
violence, promotes discrimination (whether based on sex, religion, race,
ethnicity, nationality, disability or age), promotes illegal activities or otherwise
contains materials that Affilight Network deems unacceptable in any way;
Act in strict compliance with this Agreement, any
and all applicable Offers, as well as any statute, laws or regulations
applicable to your business, your Traffic Sources or your use of the Links;
Not make any representations, warranties or other
statements concerning Affilight Network or Advertiser or any of their
respective products or services, except as expressly authorized by Affilight
Network in writing;
Affiliate recognizes that Affilight Network has
proprietary relationships with its Advertisers. Affiliate agrees not to
circumvent Affilight Network's relationship with such Advertisers, or to
otherwise solicit, sell, contract for or offer services similar to the Services
performed by Affilight Network hereunder to any Advertiser that is known, or
should reasonably be known, by Affiliate to have such a relationship with Affilight
Network, during the term of the Agreement and for six (6) months following
termination or expiration of the Agreement.
Make sure that your Traffic Source does not copy
or resemble the look and style of the Landing Page or create an impression that
your Traffic Source is endorsed by Affilight Network or Advertiser or forms a
part of the Landing Page, without prior written permission from Affilight
Publish at your Traffic Source all and any
privacy policies and carry out other information disclosures, as may be
required by Affilight Network, Advertisers or applicable laws in relation to
personal data collection and processing and to terms and conditions of the
Make sure to not place Affilight Network ads on
any online auction platform (i.e. eBay, Amazon, etc).
agrees to receive periodic newsletters from Affilight to his contact email.
Affilight Network shall pay commission to the
Affiliates as consideration for their services: earnings
for the first half of the month are made during 7 working days starting from
the 1st date of the next month, second half of the month - during 7 working
days starting from the middle date of the next month.
The commission is paid if the amount exceeds
specified minimum, after traffic quality audit.
The commission is paid by one of the methods used
within the Affilight Network according to the details stated by the Affiliate.
Should Affilight Network have any reason to
suggest that the Affiliate committed fraud, Affilight Network has the right to
put any payments due to the Affiliate on hold until the matter is clarified by
means of internal investigation and investigation on the part of the
The Affiliate shall bear full responsibility for
paying any taxes applying to him at the corresponding jurisdiction.
Affilight Network reserves the right to effect
any payments through third parties, such as its subsidiaries and/or affiliated
companies. If the payment is effected through such subsidiary or an affiliated
company and should the Affiliate have any claims whatsoever regarding such
payments, he shall make such claims to such third party effecting the payment
only. On the part of Affilight Network, it undertakes to apply all reasonable
efforts to secure timely and correct payments.
These payment terms may be modified by Affilight
Network from time to time and at any time subject to prior written
for Network Participation
No Links can appear to be associated with or be
positioned on chat rooms or bulletin boards unless otherwise agreed by Affilight
Network in writing. Any pop-ups/unders used for the Affilight Network shall be
clearly identified as Affiliate served in the title bar of the window and any
client-side ad serving software used by Affiliate shall only have been
installed on an end-user's computer if the function of the software is clearly
disclosed to end-users prior to installation, the installation is pursuant to
an affirmatively accepted and plain-English end user license agreement and the
software be easily removed according to generally accepted methods.
For all Affiliates that maintain their own
Affilight Networks, Affiliate agrees to place the Links and Creative Media in
its Affilight Network (the "Network") for access and use by those
affiliates in such Affiliate's network (each a "Third Party Affiliate").
Affiliate agrees that it will expressly forbid any Third Party Affiliate to
modify the Links and Creative Media in any way. Affiliate agrees to maintain
its network according to the highest industry standards. Affiliate shall not
permit any party to be a Third Party Affiliate whose Traffic Sources or
business model involves content unacceptable according to the terms of this
Agreement and/or Offers you run with them. All Third Party Affiliates must be
in good standing with Affiliate. Affiliate must require and confirm that all
Third Party Affiliates affirmatively accept, through verifiable means, this
Agreement prior to obtaining access to the Links and Creative Media. Affiliate
shall promptly terminate any Third Party Affiliate who takes, or could
reasonably be expected to take, any action that violates the terms and
conditions of this Agreement and/or Offers. In the event that either party
suspects any wrongdoing by a Third Party Affiliate with respect to the Links,
Affiliate shall promptly disclose to Affilight Network the identity and
contact information for such Third Party Affiliate. Affiliate shall promptly
remove any Third Party Affiliate from the Affilight Network and terminate their
access to future Offers of Affilight Network in the network upon written
notice from Affilight Network. Unless Affilight Network has been provided
with all truthful and complete contact information for a Third Party Affiliate
and such Third Party Affiliate has affirmatively accepted this Agreement as
recorded by Affilight Network, Affiliate shall remain liable for all acts or
omissions of any Third Party Affiliate.
Except as otherwise provided in this Agreement or with the
consent of Affilight Network, you agree that all information, including,
without limitation, the terms of this Agreement, business and financial
information, customer and vendor lists, and pricing and sales information,
concerning us or any of our affiliates provided by or on behalf of any of them
shall remain strictly confidential and secret and shall not be utilized,
directly or indirectly, by you for any purpose other than your participation in
the Affilight Network, except and solely to the extent that any such
information is generally known or available to the public through a source
other than you. Affiliate shall not use any information obtained from the
Affilight Network to develop, enhance or operate a service that competes with
the Affilight Network, or assist another party to do the same.
License and Intellectual Property
We grant you a nonexclusive, nontransferable, revocable right
to use the Links and Creative Media and to access our web site through the
Links and Creative Media solely in accordance with the terms of this Agreement,
for the sole purpose of identifying your Traffic Sources as a participant in
the Affilight Network.
You may not alter, modify, manipulate or create derivative
works of the Links or any Affilight Network graphics, creative, copy or other
materials owned by, or licensed to, Affilight Network in any way. You are only
entitled to use the Links and Creative Media to the extent that you are a
member in good standing of the Affilight Network. We may revoke your license
anytime, whether by giving a written notice to this end or by any other means
we shall consider appropriate. Except as expressly stated herein, nothing in
this Agreement is intended to grant you any rights to any of Affilight Network's
trademarks, service marks, copyrights, patents or trade secrets. You agree that
Affilight Network may use any suggestion, comment or recommendation you choose
to provide to Affilight Network without compensation. All rights not expressly
granted in this Agreement are reserved by Affilight Network.
This Agreement shall commence on the date of our approval of
your Affilight Network application and shall continue thereafter until
terminated as provided herein. You may terminate your participation in the
Affilight Network at any time by removing all Links from your Traffic Source,
deleting all copies of the Links. We may terminate your participation in one or
more Offers or this Agreement at any time and for any reason which we deem
appropriate with or without prior notice to you. Upon termination of your
participation in one or more Offers or this Agreement for any reason, you will
immediately cease all use of and delete all Links, plus all Affilight Network
or Advertiser’s intellectual property, and will cease representing yourself as
a Affilight Network affiliate for such one or more Offers. All rights to
validly accrued payments, causes of action and any provisions, which by their
terms are intended to survive termination, shall survive.
In addition to any other rights and remedies available to us
under this Agreement Affilight Network reserves the right to delete any
actions submitted through your Links and withhold and freeze any unpaid
Commissions or charge back paid Commissions to your account if (i) Affilight
Network determines that you have violated this Agreement or conditions of
respective Offer, (ii) Affilight Network receives any complaints about your
participation in the Affilight Network which Affilight Network reasonably
believes to violate this Agreement or (iii) any Specified Action is later
determined to have not met the requirements set forth in this Agreement or
respective Offer. Such withholding or freezing of Commissions, or charge backs
for paid Commissions, shall be without regard as to whether or not such
Commissions were earned as a result of such breach. In the event of a material
breach of this Agreement, Affilight Network reserves the right to disclose
your identity and contact information to appropriate law enforcement or
regulatory authorities or any third party that has been directly damaged by
All emails, mobile messages, SMS sent in connection with the
Affilight Network must include the appropriate party's opt-out link. From time
to time, we may request - prior to your sending emails containing linking or
referencing the Affilight Network that you submit the final version of your
email to Affilight Network for approval by sending it to your Affilight
Network representative and upon receiving written approval from Affilight
Network of your email the email may be transmitted to third parties.
You are expressly prohibited from using any persons, means,
devices or arrangements to commit fraud, violate any applicable law, interfere
with other affiliates or provide false and misleading information in connection
with referrals through the Links or the generation of Commissions. Such acts
include, but are in no way limited to, using automated means to increase the
number of clicks through the Links or completion of any required information,
using spyware, using stealware, cookie-stuffing and other deceptive acts or
click-fraud. Affilight Network shall make all determinations about fraudulent
activity in its sole discretion basing on its own data and basing on the data
provided by the Advertisers.
You hereby represent and warrant that this Agreement
constitutes your legal, valid, and binding obligation, enforceable against you
in accordance with its terms and that you have the authority to enter into this
Agreement. Subject to the other terms and conditions of this Agreement, Affilight
Network represents and warrants that it shall not knowingly violate any law,
rule or regulation which is applicable to Affilight Network's own business
operations or Affilight Network's proprietary products or services.
We may modify any of the terms and conditions of this
Agreement at any time by providing you with a notification by email. The
changes will become effective ten (10) business days after such notice. If the
modifications are unacceptable to you, you may terminate this Agreement without
penalty within such ten (10) business day period. Your continued participation
in this Affilight Network ten (10) business days after such change notice has
been posted will constitute your acceptance of such change. In addition, Affilight
Network may change, suspend or discontinue any aspect of an Offer or Link or
remove, alter, or modify any tags, text, graphic or banner ad in connection
with a Link. Affiliate agrees to promptly implement any request from Affilight
Network to remove, alter or modify any Link, graphic or banner ad that is being
used by Affiliate as part of the Affilight Network. This article on making
modification applies solely to the text of this Agreement.
You acknowledge that you have read this Agreement and agree
to all its terms and conditions. You have independently evaluated the
desirability of participating in the Affilight Network and each Offer and are
not relying on any representation, guarantee or statement other than as set
forth in this Agreement or Offer.
Affiliate hereby agrees to indemnify, defend and hold
harmless Affilight Network and Advertisers and their respective subsidiaries,
affiliates, partners and licensors, directors, officers, employees, owners and
agents against any and all claims, actions, demands, liabilities, losses,
damages, judgments, settlements, costs, and expenses (including reasonable
attorneys' fees and costs) based on (i) any failure or breach of this Agreement,
including any representation, warranty, covenant, restriction or obligation
made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the
reasonable control of Affiliate or obtaining access through Affiliate, of the
Links, Offers or Affilight Network or Client intellectual property, or (iii)
any claim related to your Traffic Sources, including but not limited to, the
content contained on such Traffic Source (except for the Links).
Affilight Network hereby agrees to indemnify, defend and
hold harmless the Affiliate and its subsidiaries, affiliates, partners, and
their respective directors, officers, employees, owners and agents against any
and all claims, actions, demands, liabilities, losses, damages, judgments,
settlements, costs, and expenses (including reasonable attorneys' fees and
costs) based on a claim that Affilight Network is not authorized to provide
you with the Links.
THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND
SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS
IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, Affilight Network EXPRESSLY
DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF
DEALING, USAGE, OR TRADE. Affilight Network DOES NOT WARRANT THAT THE
AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT
THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE
OR UNINTERRUPTED. Affilight Network EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY
ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. Affilight Network
DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
THE Affilight Network SHALL NOT BE HELD LIABLE FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS OF THE AFFILIATE’S STATISTICS WITHIN
HASOFFERS SYSTEM. ALL CLAIMS AND COMPLIANTS REFERRED TO SUCH ERRORS AND
OMISSIONS MUST BE REFERRED TO HASOFFERS.
IN NO EVENT SHALL Affilight Network BE LIABLE FOR ANY
UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL
MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER
INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF Affilight
NETWORK. IN NO EVENT WILL Affilight Network BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / DEATH, SPECIAL OR EXEMPLARY
DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS
OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT Affilight
NETWORK HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. Affilight Network'S
CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES
OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO
AFFILIATE BY Affilight Network IN COMMISSIONS DURING THE THREE (3) MONTHS
IMMEDIATELY PRIOR TO SUCH CLAIM.
Law and Miscellaneous
The Agreement is construed in accordance with and governed by
the laws of the Republic of Cyprus.
Affiliate shall be responsible for the payment of all
attorneys’ fees and expenses incurred by Affilight Network to enforce the
terms of this Agreement.
This Agreement contains the entire agreement between Affilight
Network and Affiliate with respect to the subject matter hereof, and supersedes
all prior and/or contemporaneous agreements or understandings, written or oral.
Affiliate agrees that Affilight Network shall not be subject to or bound by
any Affiliate insertion order or online terms and conditions that amend,
conflict with or supplement this Agreement, regardless of whether Affilight
Network "clicks through" or otherwise indicates its acceptance
Should there be any further written contract made between Affilight
Network or its subsidiaries and/or affiliated companies and Affiliate and
should any of the terms and conditions of such contract contradict terms and
conditions hereof, such contract shall prevail. Should any Offer contain any
terms and conditions that contradict such contract or this Agreement, the term
and conditions of the Offer shall prevail.
Affiliate may not assign all or any part of this Agreement
without Affilight Network's prior written consent. Affilight Network may
assign this Agreement at any time with notice to Affiliate.
This Agreement will be binding on and will inure to the
benefit of the legal representatives, successors and valid assigns of the
parties hereto. If any provision of this Agreement is held to be void, invalid
or inoperative, the remaining provisions of this Agreement shall continue in
effect and the invalid portion of any provision shall be deemed modified to the
least degree necessary to remedy such invalidity while retaining the original
intent of the parties.
Each party to this Agreement is an independent contractor in
relation to the other party with respect to all matters arising under this
Agreement. Nothing herein shall be deemed to establish a partnership, joint
venture, association or employment relationship between the parties. No course
of dealing nor any delay in exercising any rights hereunder shall operate as a
waiver of any such rights. No waiver of any default or breach shall be deemed a
continuing waiver or a waiver of any other breach or default.
By submitting an application to Affilight Network, you affirm
and acknowledge that you have read this Agreement in its entirety and agree to
be bound by all of its terms and conditions. If you do not wish to be bound by
this Agreement, you should not submit an application to Affilight Network. If
an individual is accessing this Agreement on behalf of a business entity, by
doing so, such individual represents that they have the legal capacity and
authority to bind such business entity to this Agreement.