BEFORE READING OUR T&C PLEASE READ THIS CLARIFICATION REGARDING FRAUD.
SOHOMEDIA (Soho Media Ltd. ) and SohoAffiliates.com SYSTEM AND TEAM MONITOR TRAFFIC FOR FRAUD!
If we detect Fraud, your account will be suspended pending further investigation.
If you fraudulently add leads/installs or inflate leads/installs or use fraudulent traffic generation (as DETERMINED SOLELY BY SOHOMEDIA OR ITS ADVERTISERS), such as pre-population of forms or mechanisms not approved by SohoMedia or its Advertisers, you will forfeit your entire commission for all programs and your account will be terminated and all revenue will be refunded to the Advertisers.
It is the OBLIGATION of the Publisher to prove to SohoMedia or its Advertisers that they are NOT committing fraud.
SOHOMEDIA OR ITS ADVERTISERS RESERVE SOLE JUDGMENT IN DETERMINING FRAUD AND YOU AGREE TO THIS CLAUSE.
YOU WILL NEVER BEEN PAID FOR FRAUD.
Our advertisers, and Soho Media Too, reserves the right, for any reason, to delay payments or to not pay an affiliate.
If Soho Media, for any reason, does not get paid by an advertiser, Soho Media reserves the right to not pay the affiliate.
NOW IF YOU ACCEPT THE ABOVE, AND IF YOUR TRAFFIC IS LEGIT AND YOU WANT TO MAKE MONEY, follow our standard T&C below.
Affiliate Network Operating Agreement
This Affiliate Network Operating Agreement (the “Agreement”) is made and entered into by and between Soho Media Ltd. (“SohoMedia” or “we” or “sohomedia” or “SohoAffiliates.com” or “SohoAffiliates”), and you, (“you” or “Affiliate”) the party submitting an application to become a SohoMedia affiliate). The terms and conditions contained in this Agreement apply to your participation with SohoMedia.com (“Affiliate Network”). Each Affiliate Network offer (an “Offer”) may be for any offering by SohoMedia or a third party (each such third party a “Client”) and may link to a specific website for that particular Offer (“Program Web Site”). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Network or at our Advertisers offers and the T&C of any specific offer are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.
Enrollment in the Affiliate Network
- You must submit an Affiliate Network application from our website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Network, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason. In certain cases, our Advertisers requires to know your source of traffic and asks us to perform KYC. We will need to receive your ID, Proof of Address, and any company document and source of traffic and, if required, pass it to our Advertisers.
Obligations of the Parties
Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, SohoMedia agrees as follows:
- We will make available to you via the Affiliate Network graphic and textual links to the Program Web Site and/or other creative materials (collectively, the “Links”) which you may display on web sites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, “Media”). The Links will serve to identify you as a member of our Affiliate Network and will establish a link from your Media to the Program Web Site.
- We will pay Affiliate for each Qualified Action (the “Commission”). A “Qualified Action” means an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer-generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by SohoMedia and (v) is not later determined by SohoMedia to be fraudulent, incomplete, unqualified or a duplicate, or incentivized. You are forbidden to have any relationship with an individual that click and signup, make a purchase, with our advertisers and you are forbidden to be in direct contact with this individual. A direct, or indirect contact with such an individual, will flag your account as a fraud, and the account will be terminated. No payments will be sent to you.
- We will pay you any Commissions earned monthly (NET45) by default -different conditions can be approved by your account manager (NET30, NET15)- provided that your account is currently greater than $300. Accounts with a balance of less than $300 will roll over to the next month and will continue to roll over monthly until $300 is reached. WE RESERVE THE RIGHT TO CHARGE BACK TO YOUR ACCOUNT ANY PREVIOUSLY PAID QUALIFIED ACTIONS THAT ARE LATER DETERMINED TO HAVE NOT MET THE REQUIREMENTS TO BE A QUALIFIED ACTION OR THAT WILL BE CONSIDERED A FRAUD. Payments between $300 and $1000 USD only by PayPal -different conditions can be approved by your account manager-.
- Payment for Commissions is dependent upon Clients/Advertisers providing such funds to SohoMedia, and therefore, you agree that SohoMedia shall only be liable to you for Commissions to the extent that SohoMedia has received such funds from the Clients/Advertisers. You hereby release SohoMedia from any claim for Commissions if SohoMedia has not received such funds from the Clients/Advertisers.
- SohoMedia shall automatically generate an invoice on behalf of Affiliate for all Commissions payable under this Agreement and shall remit payment to Affiliate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by SohoMedia in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to SohoMedia in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice. In the event that Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate must provide SohoMedia with Affiliate’s reports within three (3) days after 30th day of the calendar month, and if SohoMedia’s and Affiliate’s reported statistics vary by more than 10% and SohoMedia reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then SohoMedia and Affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then SohoMedia’s numbers shall govern.
- If Affiliate has an outstanding balance due to SohoMedia under this Agreement or any other agreement between the Affiliate and SohoMedia, whether or not related to the Affiliate Network, Affiliate agrees that SohoMedia may offset any such amounts due to SohoMedia from amounts payable to Affiliate under this Agreement.
Affiliate also agrees to:
- Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.
- Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Network (i) are not illegal, (ii) do not infringe upon the 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, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling where is illegal), contains profanity or otherwise contains materials that SohoMedia informs you that it considers objectionable (collectively, “Objectionable Content”).
- Not make any representations, warranties, or other statements concerning SohoMedia or Client/advertisers or any of their respective products or services, except as expressly authorized herein.
- Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by SohoMedia or Clients/Advertisers or a part of the Program Web Site, without prior written permission from us.
- Comply with all (i) obligations, requirements, and restrictions under this Agreement and (ii) laws, rules, and regulations as they relate to your business, your Media, or your use of the Links.
- Comply with the terms, conditions, guidelines, and policies of any third-party services used by Affiliate in connection with the Affiliate Network, including but not limited to, email providers, social networking services, and ad networks.
- Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by SohoMedia or Client/Advertisers, or as required by applicable laws regarding such Offers.
- Make sure to not place SohoMedia ads on any online auction platform (i.e. eBay, Amazon, etc).
The following additional program-specific terms shall apply to any promotional programs set forth below:
- Email Campaigns. For all email campaigns, Affiliate must download the “Suppression List” from the Offers section of SohoMedia. Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. SohoMedia will provide an opt-out method in all Links, however, if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward them to SohoMedia at [email protected] Affiliate’s emails containing the Links may not include any content other than the Links, except as required by applicable law.
- Affiliate agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholding, removal, or suspension from all or part of the Affiliate Network, possible legal action, and any other rights or remedies available to SohoMedia pursuant to this Agreement or otherwise. Affiliate further agrees that it will not mail or market to any suppression files generated through the SohoMedia network and that doing so may result in Commission withholding, removal, or suspension from the Affiliate Network, possible legal action, and any other rights or remedies available to SohoMedia pursuant to this Agreement or otherwise.
- Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by SohoMedia in writing. Any pop-ups/under used for the Affiliate 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.
- Affiliate Network Campaigns. For all Affiliate’s that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the “Network”) for access and use by those affiliates in Affiliate’s Network (each a “Third Party Affiliate”). Affiliate agrees that it will expressly forbid any Third Party Affiliate to modify the Links 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 website or business model involves content containing Objectionable Content. 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. 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. In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to SohoMedia the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Network and terminate their access to future Offers of SohoMedia in the Network upon written notice from SohoMedia. Unless SohoMedia 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 SohoMedia, 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 SohoMedia, 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 Affiliate 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 Affiliate Network to develop, enhance or operate a service that competes with the Affiliate Network, or assist another party to do the same.
- Limited License & Intellectual Property
We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Network and assisting in increasing sales through the Program Web Site.
You may not alter, modify, manipulate or create derivative works of the Links or any SohoMedia graphics, creative, copy, or other materials owned by, or licensed to, SohoMedia in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Network. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of SohoMedia’s trademarks, service marks, copyrights, patents, or trade secrets. You agree that SohoMedia may use any suggestion, comment, or recommendation you choose to provide to SohoMedia without compensation. All rights not expressly granted in this Agreement are reserved by SohoMedia.
This Agreement shall commence on the date of our approval of your Affiliate Network application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate Network at any time by removing all Links from your Media, 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 by disabling the Links or providing you with a written notice. 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 SohoMedia or Client intellectual property, and will cease representing yourself as a SohoMedia or Client 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 any termination.
In addition to any other rights and remedies available to us under this Agreement SohoMedia 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) SohoMedia determines that you have violated this Agreement, (ii) SohoMedia receives any complaints about your participation in the Affiliate Network which SohoMedia reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Network. 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, SohoMedia 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 your actions.
- Anti-Spam Policy
You must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”). All emails sent in connection with the Affiliate 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 Affiliate Network that you submit the final version of your email to SohoMedia for approval by sending it to your SohoMedia representative and upon receiving written approval from SohoMedia of your email the email may be transmitted to third parties.
It is solely your obligation to ensure that the email complies with the Act. You agree not to rely upon SohoMedia’s approval of your email for compliance with the Act, or assert any claim that you are in compliance with the Act based upon SohoMedia’s approval.
You are expressly prohibited from using any persons, means, devices, or arrangements to commit fraud, violate any applicable law, interfere with other affiliates, or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate Network. 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 steal-ware, cookie-stuffing, and other deceptive acts or click-fraud. SohoMedia shall make all determinations about fraudulent activity at its sole discretion.
- Representations and Warranties
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, SohoMedia represents and warrants that it shall not knowingly violate any law, rule, or regulation which is applicable to SohoMedia’s own business operations or SohoMedia’s proprietary products or services.
In addition to any notice permitted to be given under this Agreement, 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 solely on the account of such termination within such ten (10) business day period. Your continued participation in this Affiliate Network ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, SohoMedia 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 SohoMedia to remove, alter or modify any Link, graphic, or banner ad that is being used by Affiliate as part of the Affiliate Network.
- Independent Investigation
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 Affiliate Network and each Offer and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement or on the Affiliate Network.
- Mutual Indemnification
Affiliate hereby agrees to indemnify, defend and hold harmless SohoMedia and Clients/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 SohoMedia or Client/advertiser intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links).
SohoMedia hereby agrees to indemnify, defend and hold harmless 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 SohoMedia is not authorized to provide you with the Links.
THE AFFILIATE NETWORK AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SOHOMEDIA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SOHOMEDIA DOES NOT WARRANT THAT THE AFFILIATE NETWORK OR LINKS WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE NETWORK OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. SOHOMEDIA EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. SOHOMEDIA DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
- Limitation of Liability
IN NO EVENT SHALL SOHOMEDIA 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 SOHOMEDIA. IN NO EVENT WILL SOHOMEDIA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL 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 SOHOMEDIA HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. SOHOMEDIA’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 SOHOMEDIA IN COMMISSIONS DURING ONE MONTH (1) MONTH IMMEDIATELY PRIOR TO SUCH CLAIM.
- Governing Law & Miscellaneous
Affiliate shall be responsible for the payment of all attorney’s fees and expenses incurred by SohoMedia to enforce the terms of this Agreement. This Agreement contains the entire agreement between SohoMedia 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 SohoMedia 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 SohoMedia “clicks through” or otherwise indicates its acceptance thereof. The affiliate may not assign all or any part of this Agreement without SohoMedia’s prior written consent. SohoMedia may assign this Agreement at any time with notice to the 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. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the “Modifications” section above, this Agreement may not be modified without the prior written consent of both parties. 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 here under 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 Affiliate 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 Affiliate Network. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such an individual represents that they have the legal capacity and authority to bind such a business entity to this Agreement. This Agreement was last revised on 01-04-2021