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
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:
Affiliate also agrees to:
The following additional program-specific terms shall apply to any promotional programs set forth below:
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.
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.
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 in its sole discretion.
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.
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.
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.
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.
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