1. Introduction: The Performance Network (TPN) provides you access to advertisers and their campaigns, subject to your compliance with the terms and conditions below.
Please read this Agreement carefully. By enrolling as a “Publisher,” you agree to be bound by these terms and conditions and the terms and conditions of any insertion order that you complete. In this Agreement, “you”, and “your” refers to the Publisher or website owner. You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of The Performance Network, shall be bound by, and shall abide by, these Terms and Conditions. You further agree that you are bound by these Terms and Conditions whether you are acting on your own behalf or on behalf of a third party, including another publisher or website.
2. Service. The Performance Network’s exclusive obligation is to make media advertisements, available to You, available for distribution within Your approved website(s) URL and Email Newsletters. In all cases, advertisements must be displayed in the form provided by TPN and in accordance with the specifications and policies set forth by The Performance Network. TPN will not be required to provide advertisements to any website URL that is not in accordance with our policies or specifications.
You are solely responsible for the technology and content of your website(s). TPN is not responsible for anything regarding your website(s).
3. Approval. All websites, newsletters, companies, or individuals need official approval from TPN before they can become a Publisher. Only website URLs and newsletter lists that have been reviewed and approved are permitted to use the programs. TPN reserves the right to withhold or refuse approval on any web site, newsletter, company, or individual for any reason, whatsoever.
a) Traffic Levels
Each website must receive a minimum of 20,000 unique browsers per month and serve at least 50,000 ad impressions per month.
b) Content & Editorial Standards
Each website must meet TPNs quality and editorial standards. The Publisher agrees not to carry objectionable materials on their website which would revoke their affiliation as determined by The Performance Network. Examples of content that do not meet TPNs standards include but are not limited to;
Hate Content, Obscenity and Indecency
Bombs/guns/ammunition
Invalid Clicks (non-Human Clicks)
Invalid clicks are clicks generated by prohibited methods.Examples of invalid clicks include repeated manual clicking or the use of robots, automated clicking tools, or other deceptive software. Invalid clicks are sometimes intended to artificially or maliciously drive up an advertiser's clicks or a publisher's earnings. Sources of invalid clicks include:
Spyware
Any software covertly installed on a user’s machine (as distinct from the addition of
those applications that are a sub-set of spyware being, malware
Unauthorised code request
(anywhere that the code requesting the ad isn’t owned by the publisher)
Any advertising delivery taking place outside of inventory, sites and networks specifically contracted to deliver the campaign under a current agreement to purchase advertising space or represent website inventory, governed and controlled by the terms & conditions laid down by the purchasing or representing network.
This clause is specifically intended to prevent third parties “passing on” tags to unauthorised parties or illicitly placing those tags to deliver advertising in unauthorised content areas that may or may not be appropriate for the campaign and may or may not comply with the IANA content guidelines.
Other restricted categories
TPN does not accept inventory in the following categories;
Optional inventory categories
The following types of site may be accepted depending on a number of factors. Publishers are required to notifiy TPN if their current or future inventory falls into one of these categories;
e) Approved Ads Only. Editing of an Advertiser’s program images or copy is strictly prohibited. The Publisher will only use approved banners and text to link to an Advertiser’s sign-up pages. The Publisher will not mislead people to make it seem that they are signing up for an offer that is offered by The Publisher site. The Publisher can ONLY use banners and approved text, any other use of link and sign-up processes will result in the loss of all sign ups/leads accrued for The Publisher.
4. Fraud. TPN ACTIVELY monitors traffic for Fraud. If we detect Fraud, your account will be made inactive pending further investigation.
If you fraudulently add impressions, clicks or leads or inflate impressions, clicks or by fraudulent traffic generation (as determined solely by The Performance Network, such as pre-population of forms or mechanisms not approved by The Performance Network), you will forfeit your entire commission for all programs and your account will be terminated. TPN reserves sole judgement in determining fraud.
It is the OBLIGATION of the The Publisher to prove to TPN that they are NOT committing fraud. TPN will hold your payment in ‘Pending Status’ until you have satisfactorily provided evidence that you are not defrauding the system.
If any The Publisher violates or refuses to take part in their responsibilities, or commits fraudulent activity against us, TPN reserves the right to withhold payment and take appropriate legal action to cover its damages and costs.
5. Spam. The Publisher WILL NOT spam or send unsolicited email mentioning or promoting the Advertisers’ programmes. The Publisher promoting through email is in compliance with the Unsolicited Electronic Messages Act 2007. The Publisher will only send solicited email communications which truthfully identify the source or the originating The Publishers company. Any violation of this will result in the Publisher being liable for damages of $20 per email sent and other damages as deemed by a court of law.
6. Publicity. TPN may disclose your involvement with TPN unless you request for your involvement not to be disclosed publicly in writing. TPN reserves the right to disclose your involvement for the purposes of an audit of the website running advertisements. Audits to be carried out at the TPN office and under supervision of TPN management.
7. Payment. TPN will;
a) Fees and Commissions. TPN on average makes a 30% margin on the advertisers spend. The publisher will receive at least 50% of the ads revenue, TPN will pay all upstream agency commissions and ad serving costs from the other 50%, typically being 5%-35% which leaves TPN with between 15% and 45% as its fee (average:30%)
b) Out of Scope Support. Support, training and consulting not directly related to deploying standard campaigns will be billed at $165 per hour. You will be notified if a request is likely to attract a charge
c) Claims or Disputes. Your sole remedy to claims or disputes is to submit any claims or disputes you may have with respect to any charge to your account in writing to TPN within 60 days of such charge otherwise such claim or dispute will be waived and such charge will be final and not subject to challenge.
d) Payment Threshold. Commission payment totals must exceed $100 or other higher defined payment threshold, otherwise this payment will not be made until the $100 or higher agreed payment threshold minimum is reached. International Affiliates/Publishers/Partners (outside of Australia or New Zealand) agree to a minimum $3,000 to be reached.
e) Reporting: Counting and tracking of media advertisements shall be based on TPN ’s internal reporting counting and/or tracking procedures only.
8. Termination.
a. Your Right To Terminate. You may terminate this Agreement and your account at anytime, by providing written notice to us. Except as otherwise provided in this Agreement, a submitted advertisement is non-cancelable by you, however, you can make a campaign inactive or reactivate an advertisement, at any time.
b. Our Right To Terminate. TPN reserves the right to terminate any Affiliate’s/Publisher’s/Partner’s contract for any reason whatsoever. Termination notice will be provided via e-mail and will be effective immediately. All legitimate moneys due to The Publisher will be paid during the next billing cycle. If The Publisher defrauds the system, then payment is revoked as determined solely by The Performance Network
c. Effect of Termination. Upon termination, you will no longer be able to access your Publisher Account. Regardless of which party terminates this Agreement you must remove The Performance Networks code from your site within 5 working days .
d. Survival . Relevant Sections shall survive any termination of this Agreement.
9. Liability & Warranties. If any The Publisher violates or refuses to take part in their responsibilities, or commits fraudulent activity against us, TPN reserves the right to withhold payment and take appropriate legal action to cover its damages and costs.
TPN gives no warranty, express or implied, for any and all services and products provided, including, but not limited to, warranty of merchantability and warranty of fitness for a particular purpose. This statement expressly includes any reimbursement for losses of income due to disruption of service by TPN or its upstream providers.
10. Your Representations; Indemnification. You guarantee that all content, products, and services on your website are legal to distribute and that you own or have the legal right to use any and all copyrighted material.
The Publisher irrevocably covenants, promises and agrees to indemnify TPN and to hold TPN harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, arising from any and all claims and lawsuits for copyright, slander, libel, and trademark violation as well as all other claims resulting from member’s web pages.
11. Confidentiality. “Confidential Information” means any information disclosed to you by TPN , either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that you can establish
(i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by TPN ;
(ii) becomes publicly known and made generally available after disclosure to you by TPN other than through your action or inaction; or
(iii) is in your possession, without confidentiality restrictions, at the time of disclosure by TPN as shown by your files and records immediately prior to the time of disclosure.
You shall not at any time
(a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information,
(b) use any Confidential Information, or reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you or as required by applicable law. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain TPN ’s personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to TPN immediately upon TPN ’s request.
12. Notices. We will provide all notices to you to the contact person and at the address, email address, or fax number identified on your account. You must send all notices to us using the contact form or postal address published on our website.
13. No Agency. The parties to this Agreement are independent contractors and this Agreement does not create and shall not be construed to create an agency, partnership, joint venture or other association relationship between the parties.
14. Use of Website Inventory. By providing your website inventory to TPN you are irrevocably granting TPN , its licensees, and any entities in The Performance Network, the right to display advertisements within it. TPN will provide advanced notification of advertisements or 3rd party ad pools proposed to run in the inventory.
15. Construction. No conditions other than those set forth in this Agreement shall be binding on us unless we expressly agree in writing signed by an authorized representative of TPN . TPN may change this Agreement at any time upon notice published on TPN web site or by e-mail notification to you. Any use of the TPN after such notice shall be deemed to be continued acceptance of this Agreement including its amendments and modifications.TPN reserves the right to discontinue offering TPN at any time.
16. Changes to Terms and Conditions. TPN reserves the right to change any conditions of this contract at any time. Change notices are sent to Affiliates/Publishers/Partners by email, and Affiliates/Publishers/Partners are responsible for complying with any changes to the contract within 10 calendar days from the date of change. Failure of The Publisher to terminate the agreement within those 10 calendar days will constitute acceptance of the changes to this contract.
17. Miscellaneous. This Agreement:
(i) shall be governed by and construed in accordance with the internal substantive laws of Melbourne Australia, without giving effect to its principles of conflicts of law; and
(ii) constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties concerning the subject matter hereof. You submit to jurisdiction and venue in the Melbourne courts located in Australia and further agree that any cause of action you may bring arising under this Agreement will be brought by you exclusively in an Melbourne court located in Australia . Advertiser agrees to pay all legal expenses of TPN including reasonable legal fees, should Advertiser be found in breach of this Agreement. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
"TPN" & “The Performance Network” is a trading name of Q Ltd.
