for rendering of lead generation services
This Agreement for rendering of lead generation services (hereinafter referred to as the “Agreement”) is the public offer of the GIANTMOBI, the company in the Vietnam, having its registered address at 1445C 3/2 Street, Phu Xa Ward, Thai Nguyen City, Thai Nguyen province (hereinafter referred to as “Advertiser”), addressed to legal entities and individuals (hereinafter referred to as the “Publisher”).
Hereinafter the Advertiser and the Publisher shall be collectively referred to as the “Parties” and separately as the “Party”.
The acceptance of the public offer (conclusion of an agreement) is performed by performing one of the following actions (hereinafter referred to as the “Actions”): creating a personal account on the Advertiser’s website or marking in the field “I agree" on the web page containing the Agreement or ticking a box, which confirm the Publisher’s consent to accept terms of this Agreement. The performing one of the Actions means full acceptance with the terms of the Agreement.
The Agreement is published on the web-site Affiliate Agreement
I. BASIC DEFINITIONS USED IN THE AGREEMENT
For the purposes hereof the Parties shall use the following definitions:
- Internet shall mean the worldwide system of connected computer nets.
- User shall mean a Natural Person or Legal Entity using the Internet for receiving, transmitting and viewing information as well as for goods and services purchasing or selling.
- Website shall mean an information resource on the Internet with a unique URL address and representing a complex of interconnected web pages united on subject characteristics and meant for publication of information on the Internet.
- Web Page shall mean an independent composite part of a web-site, a separate document on the Internet created on the basis of HTML language, identified by a unique address (URL), containing information (text, graphics, audio and video files).
- Advertising and Informational Material (AIM) shall mean the hypertext link to the Advertiser’s web-site (web-site of a lead performance – landing page) given to the Publisher by the Advertiser as well as the landing and pre-landing pages, banners and any other materials generated by the Publisher of its own accord and placed on the Internet web-pages chosen by the Publisher for the purpose of rendering services upon the Agreement hereunder. Types (formats) of AIM placed by the Publisher to fulfill the Agreement shall be chosen by the Publisher independently.
- Lead shall mean performance by the Internet user of an action defined beforehand by the Advertiser on the website of the Advertiser or its’ clients on which the Advertiser inserts a post-back URL, which technically defines the source of performed purchase. The characteristics and conditions of lead placement and lead performance shall be determined by the Parties in the Insertion Order to this agreement and in the Giantmobi.
- Statistical Data shall mean a detailed report on the Advertiser’s lead performance on Internet web-sites, specifying information on amount of provided services.
- System of Internet Advertising and Audit Management of the Advertiser (hereinafter referred to as“System”) shall mean a computer program which is applied by the Advertiser for gathering statistical data on the services provided by the Publisher hereunder.
- Integration methods– technical means of information transfer from the Publisher to the Advertiser and vice versa.
The following types of integration may be applied between the Publisher and the Advertiser:
- API integration – a cooperation interface between the systems of the Publisher and the Advertiser for lead metering and data exchange;
- Postback URL – a specific link created to enable the System for registering leads. Additional parameters of this URL enable for identifying the lead source and other features of the order;
10. CPA shall mean an acronym for Cost Per Action, which is an Internet advertising pricing model where the Advertiser pays for each specified action linked to the advertisement.
11. Giantmobi– global CPA network. The communication between the Publisher and the Advertiser shall be realized through the Publisher’s Personal Account, which is placed at the following link: https://affiliate.giantmobi.com. Each Publisher has its own unique Personal Account, which contains confidential information. Login and Password for access to Personal Account shall be requested from personal manager from the Advertisers’ side.
12. Insertion Order shall mean a request from the Advertiser for the advertising and promotion of the Advertiser’s product at a price (payout) generated by Giantmobi and in a particular geographic area. Insertion order contains the characteristics and conditions of lead placement and lead performance.
13. Hold time shall meana period of time after Lead termination by a user, up to 30 (thirty) days, which is given to the Advertiser to inform the Publisher about the lead status. Once this period expires, all the Leads not declined by the Advertiser in the System shall be considered approved and are subject to payment in case no reasons or explanations with respect to its non-processing were provided by the Advertiser.
14. Lead status – the Lead situation at a particular period of time. Status is put on the Advertiser’s side and shall be sent to the Publisher through the used integration method. Types of Lead status:
- Sales – confirmed leads;
- Hold – pending leads;
- Reject – lead, which is cancelled by the user for any reasons and circumstances;
- Trash – wrongly generated lead.
15. Parameters of Lead Performance shall mean conditions and algorithm of determination of users’ actions as leads on the Advertiser’s web-site.
16. Data Protection Laws means any applicable data protection or privacy laws or regulations as may be amended or superseded from time to time to Publisher in relation to the transmission and processing of Personal Data under or in relation to the Agreement.
17. Personal Data means any information relating to an identified or identifiable natural person (‘data subject’).
18. Controller, Personal Data, Processor, Processes/Processing shall each have the meanings given in the applicable Data Protection Laws.
20. Other definitions not provided in the present Article shall be interpreted in accordance with the commercial practice and applicable legislation.
II. SUBJECT-MATTER OF THE AGREEMENT
- Based on the Insertion Order provided by the Advertiser the Publisher shall render services in time, order and on conditions under the Agreement to the Advertiser as following:
- Perform the placement of Advertiser’s AIM on the Internet web-sites at his discretion.
- Make an inventory of lead performances according to the conditions hereof.
- Parameters of Lead Performance, amount and period of rendering services and other essential conditions shall be reconciled by the Parties based on the peculiarities of the Insertion Order and/or Publisher’s Personal Account.
- All conditions, which are not mentioned in this Agreement, shall be agreed on by e-mail between the Publisher and his/her affiliate manager from Advertiser’s side. Such correspondence shall be considered valid.
- The Parties came to an agreement to use the System in order to make an inventory of rendering services according to the Agreement including lead performances and processing of statistics. The data of the system shall be used to estimate the amount of provided services and evaluate their cost. The Publisher agrees that any other inventory system of provided services including lead performances shall not be considered as an official source of information for inventory.
III. RIGHTS AND OBLIGATIONS OF THE PARTIES
1. The Publisher shall:
- ensure the start of placement of the Advertiser’s AIM on the Internet resources in amount determined by the Publisher at his discretion and on the basis of and in accordance with the Insertion Order of the Advertiser;
- ensure that the AIM’s generated by the Publisher of its own accord do not contain any of the following:
- personal information or any other references to any practicing physician or other medical worker;
- references to any Public institutions;
- personal information or any other references to celebrities or any other famous persons in any field or sphere;
- incentive traffic;
- footers that lead to Giantmobi website;
- any statements that contain information about incorrect packages and prices;
- any announcements of free trials, giveaways, lotteries etc;
- refrain from using any web link transferred by the Advertiser or acquired by the Publisher independently through Giantmobi in bad faith or through fraudulent means, including, but not limited to using any device, program, robot, inline frames, hidden frames, or redirects; using of automatic redirection to Giantmobi website or any automatic method for saving a cookie of an affiliate. Traffic restrictions include all kinds of SPAM, traffic from broken websites, niches mixing (for example, sending traffic from non-adult site to adult offer).
- secure system integration between technology platforms during the period of performance of obligations hereunder and not to take any action leading to their malfunction and (or) improper operation.
- immediately notify the Advertiser of all actions leading to the failure of the integration method;
2. The Publisher shall be entitled to:
- refuse to accept and place the AIM in case the activity promoted by placement of the AIM contradicts to the applicable legislation, as well as contains any signs of improper advertising and (or) obviously does not correspond with the generally accepted moral and ethical standards. Such refusal shall be forwarded to the Advertiser by e-mail;
- engage third parties for rendering services (work performance) hereunder, including distributors of advertising, however remaining responsible to the Advertiser for actions of those third parties, including their non-performance or improper performance of their obligations connected with fulfillment hereof.
3. The Advertiser shall:
- appoint a responsible authorized representative to settle current issues related to rendering of services hereunder;
- timely and in full pay for the Publisher’s services in accordance with the present Agreement;
- timely provide the Publisher with necessary information and materials consistent with the applicable legislation that are required for fulfillment of the present Agreement;
- immediately inform the Publisher about all changes connected with previously provided materials and information;
- notify the Publisher about holidays, weekends and excluded days within 7 days prior to the Advertiser will not be able to process leads;
- process leads within 10 (ten) business days and immediately notify the Publisher about increased amount of trash leads (more than 20% from the total amount of leads).
- place all applicable payout rates in Giantmobi and/or Personal account of the Publisher.
4. The Advertiser shall be entitled to:
- provide the Publisher with Insertion Orders for rendering services within the Agreement duration period. The Insertion Orders may be amended if agreed by the Parties. Any amendments shall be forwarded to the Publisher within 5 (five) business days from the date of entry into force;
- terminate the Agreement unilaterally if there are no positive results from advertising campaign Unilateral termination of the Agreement at the initiative of the Advertiser shall be executed by sending a written notice to the Publisher 5 (five) days prior to possible date of refusal to execute the Agreement;
- refuse to accept and to honor services accommodated by the Publisher if such services breach the terms and conditions of this Agreement and of the Insertion Order.
IV. SERVICE COST AND SETTLEMENT
- The prices (payouts) for the services rendered by the Publisher hereunder shall depend on lead performance parameters payout rates and conditions chosen by the Advertiser. The total cost of the Publisher’s services shall be fixed in the invoice.
- The Advertiser shall pay to the Publisher for services rendered by the Publisher based on the amount of Leads provided by the Publisher. The price for each lead is generated by Giantmobi.
- Payment for the services provided by the Publisher shall be made in 15 (fifteen) days after the reception the invoice issued by the Publisher.
- Payment of services provided by the Publisher shall be made by non-cash transfer of funds to the Publisher’s current account. The moment of payment shall be deemed as the date of debiting of funds from the Advertiser’s current account.
- The Advertiser shall monthly (before the 15 (fifteenth) day of each month) provide the Publisher with Report on traffic quality.
V. LIABILITY OF THE PARTIES
- The Parties shall be liable for nonperformance or improper performance of obligations hereunder Agreement in order prescribed by the applicable law. The Parties agreed that in case of breach of obligations hereof resulting in infliction of losses; only the actual losses shall be subject to reimbursement.
- Any violation of the terms stated in the sub-clauses 1 – 7 enables Advertiser to ban Publisher’s Personal account in the Giantmobi without payments and to terminate this Agreement. The Publisher shall be liable to reimburse all the damages incurred by the Advertiser due to such violations, including the claims of any third parties or state authorities.
- The Publisher acknowledges and agrees that in the event of malfunction of integration between platforms, caused by the actions of the Publisher, the Publisher is responsible for the quality of the services rendered hereunder and will not argue the validity of the data contained in the report on provision of services provided by the System.
- The Publisher is not responsible for compliance of published information with the applicable legislation if such information is provided by the Advertiser and not amended by the Publisher. The Publisher shall guarantee to the Advertiser neither perform nor propagandize any activity against the law.
- The extent of the Advertiser’s liability hereunder shall be limited by the amount of service costs for the Reporting period for which breach by the Advertiser of its obligations hereunder was declared and involved infliction of losses to the Publisher. Only actual damage shall be subject to reimbursement.
- In case of occurrence of force majeure circumstances which may impede performance of the Parties’ mutual obligations hereunder including natural disasters, strikes, Governmental restrictions, irregularity of electrical power supply, damage to the server storing the placed Advertising and Informational Modules, or other circumstances beyond the Parties’ control, fulfillment of the conditions under the Agreement shall be postponed for the duration period of those circumstances.
- In case of duration of above mentioned circumstances for more than 2 months each party shall be entitled to cancel its obligations hereunder. In that case the Agreement shall be deemed terminated, and none of the Parties shall be entitled to claim reimbursement from the other party.
- The Party which is not able to perform its agreement obligations due to occurrence of force major circumstances shall immediately inform the other Party about their occurrence and termination. Non-notification of those circumstances shall deprive the Party of the right to refer to the above mentioned circumstances in case of breach of the obligations hereunder.
VII. AGREEMENT CONFIDENTIALITY RESTRICTIONS
- Any information on the Party’s business activity, new solutions and technical knowledge which has been received by the other during execution of the present Agreement shall be kept confidential and shall not be subject to disclosure to third parties without written consent of the other Party.
- Each Party shall assume a liability not to disclose (make available to any third parties, except if the third parties are authorized by virtue of law) by any means and in any manner the other Party’s confidential information to which it got access by entering into the Agreement and during performance of the obligations arising from the Agreement. The present obligation shall be performed by the Parties within the valid period of the present Agreement and for one year after its termination, except if otherwise agreed.