DLN Advertiser Service Agreement
This Digital Lead Network ("DLN") Service Agreement ("Agreement") is made by and agreed to between Digital Lead Network Pty Ltd and its affiliated companies ("DLN"), and the Advertiser ("Advertiser")
As a service provider, DLN facilitates "Affiliate or Publisher Marketing Programs" through this online Network. An "Affiliate or Publisher Marketing Program" ("Program") is where a Publisher operating one or more Web Sites, Mobile, Newsletters or Email Lists, may earn financial compensation ("Commissions") for "Transactions" ("Sale(s)" and/or "Leads") made from such Publisher’s promotional activities resulting in a click made by a Customer or other individual on an online connection ("Link") to a Web site, a Web site offer operated by another entity or Mobile Phone ("Advertiser"). The Advertiser compensates the Publisher, in accordance with this Agreement and the Program specifications that detail commission rates and other payment terms.
After an Advertiser has approved a Publisher’s application to the Advertiser Program, the Advertiser may terminate that Publisher from the Advertiser Program at any time upon reasonable written notice.
In consideration for any payments or fees due to DLN and Publishers, DLN shall provide the Advertiser with access to a variety of payment options in order to facilitate payment. Unless otherwise waived by DLN, Advertisers must pay to DLN an Initial Payment per Program (comprising of the Network Launch Fee and the Deposit), that is due upon execution of this Agreement ("Launch Payment") and shall be credited by DLN to the "Advertiser Account" (an account kept by DLN on the Advertiser’s behalf) and applied towards the Network Launch Fee, Monthly Fees and other applicable costs, fees or payments due.
In addition to tracking services and reporting capability, DLN shall provide the Advertiser with reasonable technical and creative support as well as reasonable recruitment of publishers and network promotional activities.
The Advertiser agrees to comply with DLN’s tracking code integration and maintenance requirements initially and as notified to the Advertiser by DLN from time to time. If the tracking code is not recording tracking data properly and the Advertiser is receiving traffic but transactions are not being recorded, DLND shall calculate Payouts, and debit the Advertiser account for such Payouts ("Estimated Payouts") based upon an historical analysis of the Advertiser Account.
The Advertiser shall establish a commission rate for a valid transaction for the Advertiser Account. The Advertiser Account will be debited with each commission payment and corresponding Network Fee in accordance with the Advertiser Commission Payout Rate. Unless validly excluded, all transactions are eligible for a payment to the appropriate Publisher. Any reversals of leads/sales must be done in a timely fashion. Advertisers have a maximum of 30 days from the end of a billing month to reverse any leads. Any leads after a 30 day period may not be reversed as affiliates probably have been paid.
Whenever the Advertiser’s Account balance is less than the Minimum Balance Amount, the Advertiser must immediately remit a payment to DLN in an amount equal to any negative balance to restore the Advertiser Minimum Balance Amount. Advertiser’s Publishers shall have a claim against Advertisers directly for non-payment of earned but unpaid Commissions.
The Advertiser grants to DLN a revocable, non-transferable license to display on and distribute from DLN’s Web site Links to the Advertiser’s Web site for the Advertiser’s Publisher Program. Any and all trademarks and/or copyrighted material that the Advertiser provides to DLN are for the limited purposes of promoting the Advertiser’s Program to Publishers and potential Publishers.
The Advertiser or DLN may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party ("Confidential Information"). The receiving party agrees to make a reasonable effort at all times to maintain the confidentiality of and to protect any proprietary interests of the disclosing party.
Except as provided elsewhere herein, both parties must send all notices relating to this Agreement in writing via overnight mail or fax: (a) to DLN at The Digital Lead Network Attn: Office of the General Counsel, PO Box 591 Rose Bay NSW 2029 and/or via facsimile to +61 2 9475 0122.
This Agreement shall commence upon the date of the Advertiser’s acceptance, and shall be in effect through twelve (12) months following the date (known as the "Advertiser Program Launch Date").
Either party may terminate this Agreement if the other party breaches this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice from the non-breaching party of the existence and nature of the breach. Digital Lead has the right to immediately terminate this agreement if the Advertiser engages in any illegal activity.
After the initial Term, this Agreement shall automatically renew for additional twelve (12) month terms ("Renewal Term") unless either party provides the other with thirty (30) days notice of termination prior to the end of an Initial or Renewal Term.
Upon termination of this Agreement, the Advertiser shall pay to DLN any outstanding debit balance within seven (7) days of the date of termination. DLN shall pay the Advertiser any outstanding credit balance after the conclusion of the last Commission Payment Period.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY DAMAGE, LOSS, OR EXPENSE THAT DIRECTLY OR INDIRECTLY ARISES FROM OR IN CONNECTION WITH THE INABILITY OF THE PARTIES’ PRODUCTS TO WORK WITH EACH OTHER. IN NO EVENT WILL EITHER PARTY’S AGGREGATE OR CUMULATIVE LIABILITY FOR DAMAGES HEREUNDER EXCEED ALL FEES PAID AND PAYABLE BY ADVERTISER TO DLN, AND INTEREST PAID AND PAYABLE BY YOU TO DLN, FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION AND IN THE OTHER PROVISIONS OF THIS AGREEMENT AND THE ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
You shall indemnify and hold DLN harmless against all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees, costs related to in-house counsel time, court costs and witness fees) (collectively "Losses") attributable to or related to the Advertiser’s breach of this Agreement and for claims of product liability ("Claims"). Should any Claim give rise to the Advertiser’s duty of indemnification under the provisions of this Agreement, then DLN shall promptly notify You, and You may participate in (at the Advertiser’s own expense), but not control, the defense of such Claim. Participation in the defense shall not waive or reduce the Advertiser’s obligations to indemnify or hold DLN harmless.
If any provision of this Agreement is held to be illegal, invalid, or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of this Agreement will continue in full force and effect. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.
This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage, or custom will be deemed to amend or modify this Agreement. Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.
Contact Information:
The Digital Lead Network
PO Box 591
ROSE BAY
NSW 2029
Australia
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