Terms and Conditions
Legal Notice
The trade name “Affricano” relates to one or any number of legal entities,
including its subsidiaries and affiliates. Each of the mentioned legal entities
is a separate and independent legal entity.
Affricano is a general-purpose advertising network that works with various
types of advertisers and publishers around the world and offers the ability to
launch ad campaigns by automated means. Advertising campaign management is
carried out through a personal user account, and Affricano only offers a tool
for such campaign management. Therefore, Affricano is not an advertising
agency, but an online service connecting advertisers and websites with ad
spaces available (publishers).
Your use of this website is subject to our terms and conditions (including the
Advertiser and Publisher Agreement) set out herein, and by using this website
you are agreeing, and you are signifying your agreement, to be bound by these
terms and conditions. You are also responsible for ensuring that all persons
who access our website through your internet connection are aware of these
terms of use and other applicable terms and conditions, and that they comply
with them.
The information contained in this website is provided on an “as is” basis and for
general information purposes only. The information is provided by Affricano and
while we endeavor to keep the information up to date and correct, we make no
representations or warranties of any kind, express or implied, about the
completeness, accuracy, reliability, suitability, or availability with respect to
the website or the information, products, services, or related graphics
contained on the website for any purpose. Any reliance you place on such
information is therefore strictly at your own risk.
Through this website, you are able to link to other websites which are not under
the control of Affricano. We have no control over the nature, content, and
availability of those sites. The inclusion of any links does not necessarily
imply a recommendation or endorse the views expressed within them.
Every effort is made to keep the website up and running smoothly. However, Affricano
takes no responsibility for, and will not be liable for, the website being
temporarily unavailable due to technical issues beyond our control.
Before making any decision or taking any action that may affect your financial
position or status, consult with a qualified professional. None of the entities
within the Affricano network is responsible for any loss sustained by any
person using this website or service.
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TERMS AND CONDITIONS
By using our services,
you are agreeing to our Terms and Conditions, so please read them carefully.
Advertiser Agreement | Publisher Agreement
ADVERTISER AGREEMENT
Affricano LLC being an advertising network that provides services for products
monetization and promotion, connecting publishers and advertisers through such
service globally (the “Service”), and You (the “Advertiser”, “You”, “Yours”,
etc.), seeking an online service for managing advertising campaigns and
marketing consultancy, media market analysis, ads campaign planning, media time
buying, and
WHEREAS,
Affricano has offered its services to the Advertiser through https://Affricano.com
website (the “Program”), and You decided to utilize the Service,
NOW,
Affricano and Advertiser hereby agree as follows:
BY CHECKING THE BOX AND CLICKING THE "I ACCEPT" BUTTON, AS APPLICABLE, OR
BY CONTINUING TO PARTICIPATE IN THE SERVICE FOLLOWING OUR PUBLICATION OF THE
REVISED VERSION OF THIS AGREEMENT ON OUR WEBSITE, YOU (A) CONFIRM THAT YOU ARE
AWARE AND COMPLY WITH THIS AGREEMENT AND AGREE TO BE BOUND BY THIS ADVERTISER
AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE
DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY
REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN
THIS AGREEMENT; (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND
LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN
COMPLIANCE WITH THIS AGREEMENT; AND (D) AGREE TO RECEIVE DIRECTLY TO YOUR
E-MAIL NEWSLETTERS, TRAFFIC MONETIZATION INSIGHTS, LATEST PROMOTIONS, CASE STUDIES, AND TUTORIALS FROM US.
Out of concern for the environment, this Agreement is concluded exclusively in
electronic form and no paper copy will be produced. This Agreement concluded in
electronic form shall be deemed equivalent to a paper document bearing a
handwritten signature and a seal. At the request of the Party, this Agreement
or any additional documents to it, accounting, and other documents signed by
electronic document exchange shall be replaced by a paper document signed by
handwritten signature and sealed within 20 business days from the date from the
receipt of the Party's written request. In this case, the costs for sending the
requested documents shall be borne by the Party, which sent the relevant
request.
1. DEFINITIONS
1.1. “Ad(s), Advertisement(s)” or “Advertising materials” – means graphical,
interactive, rich media and video, or other online advertisements, including,
without limitation, banners, buttons, towers, skyscrapers, pop-ups, pop-unders
and video advertisements or similarly generated by Advertiser’s web-servers in
response to a query from Affricano or created by the publisher(s) in the course of
the services.
1.2. “Advertiser” – means a party that has decided to enter into this Agreement
and to assign Affricano to provide online services in accordance with the terms
and conditions of this Agreement.
1.3. “Advertiser Account” / “Account” – means the Advertiser’s account at Affricano
website www.Affricano.com for deposit of money and managing of campaigns.
1.4. “Content” – means all ad content, related technology, and tags provided by An advertiser that is subject to the Services under this Agreement.
1.5. “Effective Date” – means the date of adoption by Advertiser terms of this
Agreement or in the absence of its signature, the date when the Advertiser set
up an Advertiser Account with Affricano.
1.6. “Affricano Network” – means Affricano’s digital advertising network
available at www.Affricano.com, including advertisers and publishers.
1.7. “Affricano Network Property” – means any website, application, content,
property or any other media owned, operated, or provided by a company within the
Affricano Network upon which Ads are placed.
1.8. “Campaign” – means certain actions set up by an Advertiser to increase
traffic to the Advertiser or its affiliate website, sales, and/or attracting new
customers.
2. THE SERVICE
2.1. Affricano provides You an opportunity to participate in our Service and
Program by placing its Ads or Ads created by publishers on web pages of
publishers registered in Affricano Network or other web pages chosen by such
publishers. Affricano will track and report its Services in a manner and on a
schedule as determined by Affricano.
2.2. In order to become an Advertiser you must first accurately submit an
application for Affricano account at our website and be in compliance with this
Agreement or register yourself as an Advertiser by contacting Affricano
directly for acceptance, 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 as Affricano’s Advertiser. We may accept
or reject your account registration at any time at our sole discretion for any
reason. Affricano reserves the right to add, edit, remove or reclaim any
account details (including your submissions) with or without your consent if
deemed appropriate at Affricano sole discretion.
2.3. By filing your account application or registering as an Advertiser you
confirm your understanding and unreserved acceptance of this Agreement and
terms and conditions of Affricano, including, but not limited to, the Privacy
Policy published at our website concerning the Services, and confirm You are a
duly authorized signatory has full legal capacity and all the necessary
authority to bind the individual, company, or other entity, and hereby
submitting a legally binding electronic signature and entering into a legally
binding contract.
2.4. Affricano has the following Non Acceptable Business rules for Advertisers:
- Where there are known or perceived links to terrorist organizations,
military, arms and/or ammunition manufacture or sales;
- Where there is knowledge or suspicion of money laundering or terrorist
financing;
- Where it is known or there are reasonable grounds for suspicion that a
criminal offense has taken place;
- Where the client or any of the clients associated parties are subject to any
sanctions measures;
- Where the client is undertaking an activity or trade within, from, or into a
country where that activity is subject to embargo and/or trade control
restrictions;
- Producers/publishers of racist/pornographic/pressure group material or
extremist organizations;
- Regulated entities that do not have the appropriate licensing;
- Political organizations.
3. GENERAL TERMS
3.1. Communication between Affricano and the Advertiser shall be made through
the Advertiser’s Personal Account in Affricano Network, which is placed at the
following link: https://partner.Affricano.com.
The Advertiser undertakes and is responsible for ensuring compliance with the
information security regime during the provision of services, including the
following:
- ensure confidentiality of authorization data;
- use passwords resistant to cracking;
- not allow access to the Personal Account and the electronic mailbox of the
Advertiser to persons not authorized by the Advertiser;
- immediately notify Affricano in the event of loss or existence of reasonable
suspicions regarding a violation of confidentiality of the authorization data
used by the Advertiser to access its Personal Account, as well as the
authorization data of the Advertiser’s electronic mailbox.
3.2. The Advertiser shall provide Affricano with advertising materials
necessary to render the services. The Advertiser represents that it is entitled
to use the advertising materials based on copyrights and licenses held and
that the use of the advertising materials does not breach any laws,
regulations, or rights of third parties. In no case shall the Advertiser
transfer copyrights or licenses to the advertising materials to Affricano.
3.3. Affricano has the right to refuse to accept and place advertising
materials transferred by the Advertiser in case if the content of said materials
contradicts to the applicable legislation, Affricano policy, or contains any
signs of improper advertising or obviously does not correspond with the
generally accepted moral and ethical standards. Nevertheless, in no case shall Affricano
be obliged to check advertising materials or be responsible for any of the
above violations.
3.4. The Advertiser must immediately inform Affricano about all changes
connected with previously provided information and advertising materials.
3.5. The Parties may also allow third-party webmasters and affiliates to create
their own advertising materials necessary to generate leads. Where advertising
materials are created by third-party webmasters and affiliates, the
responsibility for these advertising materials shall rest solely with these
creators.
3.6. Types and formats of advertising materials placed in order to fulfill the The agreement shall be chosen by Affricano or third party webmasters and affiliates
engaged by Affricano independently.
3.7. Each item of advertising materials shall contain a code of the agreed
integration method in order to track traffic generated to the Advertiser’s web
site (web site of a lead performance) and register leads.
3.8. The following types of integration may be applied between Affricano and
the Advertiser:
API integration – a cooperation interface between the systems of Affricano and
the Advertiser for lead metering and data exchange;
postback URL – a specific link created to enable Affricano Network for registering
leads. Additional parameters of this URL enable for identifying the lead source
and other features of the order.
3.9. Affricano will provide the Advertiser with the statistics of lead
performance through the Personal Account of the Advertiser.
3.10. The Advertiser shall have 10 (ten) days to inform Affricano about the
lead status. Once this period expires, all the leads not declined by the
Advertisers shall be considered approved and are subject to payment.
3.11. A period of life duration post-click cookie shall be 45 (forty-five)
days. If a user makes a lead during indicated period of time after transfer to
the Advertiser’s web site (web site of a lead performance), that lead should be
counted in favor of Affricano.
3.12. The Advertiser must not take any action leading to malfunction or
improper operation of the integration between Affricano Network, published
advertising materials and the Advertiser’s website (web site of a lead
performance).
3.13. Affricano has the right to engage third parties for rendering services,
including distributors of advertising. The Advertiser shall not without the consent
of Affricano collaborate with above mentioned third parties on rendering
services similar to that hereof for the period of 2 (two) years. If such
collaboration is discovered the Advertiser shall pay a fine to Affricano in the
amount of the cost of the similar services provided in a similar period as if
they were accommodated by Affricano itself.
3.14. The Advertiser is aware and agrees that Affricano cannot guarantee lead
performance in the amount required by the Advertiser as it directly depends on the actions of the Internet users. Information about forecast of lead performance
is presented by Affricano on basis of received statistic data. Thereupon the
Advertiser understands and accepts the fact that, as considering objective
reasons forecast is presumptive, Affricano at any conditions shall not bear
responsibility for non-fulfillment of the forecast of lead performance.
3.15. Affricano has the right to unilaterally suspend rendering the services
including the following cases:
3.15.1. In case of the absence of correct integration for any reason;
3.15.2. In case of a delay in payment by the Advertiser;
3.15.3. In case of reasonable suspicions that advertising materials of the
Advertisers breach any laws, regulations, or rights of third parties.
3.16. Affricano acknowledges and agrees that the Advertiser reserves the right,
at its sole discretion, to set any limitation on the services, including, by
setting a cap, increasing or decreasing the budget, or capping per any given
period by providing Affricano with 2 (two) business days prior written notice.
3.17. Affricano reserves the right to discontinue Service and withhold
Advertisers’ remuneration or account balance or fine at any time and terminate
the Agreement without liability to Advertiser in case of a material breach of
this Agreement by the Advertiser or its associates. Parties hereby agree that
any form of fraudulent or illegal activity, or any violation of this Agreement,
the applicable laws and regulations shall be deemed a material breach of this
Agreement.
3.18. Advertiser is solely responsible for all: (i) Contents generated by or
for Advertiser; (ii) properties to which a Content directs users (including
without limitation content on the domain or landing page reached by clicking on
the Content URLs; and/or (iv) Advertiser’s services. Advertiser accepts and
acknowledges the full responsibility in the event that the Contents in a The campaign would be deemed invalid or illegal in any applicable jurisdiction.
3.19. Each Party waives its rights against the other in respect of warranties
and representations (whether written or oral) not expressly set out or referred
to in this Agreement. Nothing in this clause limits or excludes either Party’s
liability for fraud.
3.20. Hereby You represent and warrant that You have all necessary rights,
permits and licenses to start and manage ad campaigns and for display
Advertisement and operate Your websites and business activities in the selected
jurisdictions. In case of breach of this obligation, Affricano may terminate
this Agreement at any time without prior notice, withhold any remuneration or
account balance and claim for compensation of incurred losses and damages.
3.21. The advertiser undertakes to ensure that its servers support the traffic
directed to ad campaign through our service. Anyway, Affricano takes no
responsibility for all the consequences in case your servers cannot support the
traffic directed to your website.
3.22. You hereby agree not to use Affricano system interface, available to You
in connection with the execution of this Agreement, in any ways not provided
for by this Agreement, including not to distribute or transfer it to any third
party.
3.23. Hereby You agree not to grant any third parties the opportunity to place
Ads that violate the requirements of the legislation, as well as ethics and
morality rules. You shall bear all the expenses and losses incurred from Your
illegal use of copyrighted materials (including Ads, trademarks, etc).
3.24. You warrant not to use automated tools, including robots, scripts, or
spiders, for generation of the inquiries or gather information from the interface of the Affricano Network.
3.25. Hereby You warrant that You will not use the Affricano Network system
interface for any purposes that violate any applicable laws or rights of any
third parties, including its intellectual property.
3.26. You agree NOT to modify, adapt, translate, disassemble, or otherwise
attempt to derive the source code of any software, used in Affricano Network,
Services or Program.
3.27. Hereby You represent and warrant to provide Affricano with all the
documentation or its equivalents, needed for identification of the parties,
ascertainment of the legal fact and fulfillment of its obligations under this agreement, within 5 business days from the date of request. In certain cases,
we may withhold all payments until we will receive relevant documentation from
you.
3.28. Hereby You irrevocably authorize Affricano to transfer a request received
by Affricano to provide information for the payment directly to Your financial
institution available.
4. PRICE AND SETTLEMENT
4.1. All statistics for the purposes of billing and general delivery reporting
are based on Affricano’s reporting system. No other system shall be considered
as an official source of information for inventory. Rates for advertising
campaigns are calculated on the basis of its pricing model, frequency of
impressions, ad placement, number of acquisitions, GEOs, and other campaign
terms.
4.2. Payment for services provided by Affricano shall be made by non-cash
transfer of funds to the Affricano bank account. The moment of payment shall be
deemed as the date of receipt of funds to the Affricano bank account. The costs
of bank commissions and charges for the transfer of funds shall be made
according to the OUR principle, in accordance with the SWIFT rules and the
customs of international payments.
4.3. In the event that the Advertiser believes that there is a discrepancy in Affricano’s
reporting system (stats) for the reporting period, the Advertiser must provide Affricano
with a reasoned report of such discrepancy within 3 calendar days from receipt
of Affricano’s server reports in the relevant reporting period. Otherwise, Affricano
shall not be liable for such discrepancy, services shall be deemed rendered,
and will calculate earnings on the basis of its reporting system. If the
Parties are unable to reach an agreement regarding the discrepancy, then Affricano
reporting system shall prevail.
4.4. Advertiser is responsible for all applicable taxes associated with
provided ad services, other than taxes based on Affricano income. Advertiser
shall indemnify Affricano against all losses suffered or incurred by Affricano
arising out of or in connection with any payment made to Affricano.
5. AFFRICANO’S LIMITED
WARRANTY AND LIABILITY
5.1. Except for the express warranties set forth above and to the extent
permitted by law Affricano expressly disclaims all other warranties of any kind
with respect to the Service, whether express or implied, including without limitation
any warranties for merchantability, fitness for a particular purpose, that the
Services will be uninterrupted, completely secure, and/or free of software
errors.
5.2. Affricano furthermore expressly disclaims any responsibility in relation
to (i) any claims made in relation to Ads, campaigns, or any Contents or (ii)
any claims made in relation to the publication of any such Ads, campaigns or
Contents on any websites such as, including but not limited to, streaming
sites, File Sharing Sites, and sites with adult content.
5.3. The extent of the Affricano liability hereunder shall be limited by the
number of service costs for the reporting period for which breach by Affricano
of its obligations was declared and involved the infliction of losses to the
Advertiser. Only actual damage shall be subject to reimbursement.
5.4. IN NO EVENT SHALL AFFRICANO BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING
FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY
PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES,
SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, EVEN IF AFFRICANO
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INFORMATION, CONTENT
AND SERVICES AT THE PROGRAM OR IN-SERVICE ARE PROVIDED ON AN “AS IS” BASIS WITH
NO WARRANTY. YOU USE THE SEVICE, RUN PROGRAM AND GET SERVICES OF INDEPENDENT
CONTRACTORS (PUBLISHERS) AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY
LAW, AFFRICANO DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF PROGRAM, THE INFORMATION,
SERVICES, AND CONTENT INCLUDED AT THE PROGRAM OR IN SERVICE AND PROVIDED BY AFFRICANO,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. AFFRICANO DOES NOT REPRESENT OR WARRANT THAT THE
INFORMATION ON ITS WEBSITE OR PROVIDED BY AFFRICANO IS ACCURATE, COMPLETE OR
CURRENT.
6. FRAUDULENT ACTIVITY
6.1. You are expressly prohibited from using any means, devices, or arrangements
to commit fraud, violate any applicable law, interfere with other affiliates or
falsify information in connection with the Services or exceed your permitted
access to Affricano website or Program.
You are prohibited from any practice of disguising (cloaking) Ads with
different content or landing page and you are forbidden from using any
preference/method resulting in the re-direction of the user to your landing
page when such user has at least once previously chosen through a certain
action to leave your page.
Affricano shall have the right, in any event, described under this clause, to
ban Your Advertiser Account, withhold account balance, and to take all
necessary legal actions to restore the damage caused by this violation. In any
case Affricano shall make all determinations about fraudulent activity in its
sole discretion.
7. INDEMNIFICATION
7.1. Advertiser agrees to indemnify and hold Affricano, its affiliates,
subsidiaries, successors and assigns harmless from any and all claims, actions,
judgments, or liabilities arising out of or in connection with Advertiser´s The campaign, any breach of this Agreement by Advertiser and/or of any
representation, warranty or agreement in this Agreement.
8. REJECTION OF
ADVERTISER’S CAMPAIGN CONTENT
8.1. Each Party will make every effort to uphold the highest ethical and
commercial standards. If Affricano requests that Advertisements should be
removed from or not placed in any context that harms the goodwill or reputation
of Affricano, Advertiser will promptly comply with such request.
8.2. Affricano has, in its sole discretion and without any liability, the right
to deny any Advertiser’s advertising material or Content that includes or based
on any inappropriate or illegal content.
If Advertiser provides software for the campaign, it shall be free from any spy- or
malicious software and comply with the terms and conditions under this
Agreement. In confirmation of this fact, the Advertiser can provide a duly
executed SSL-, or Code sign certificate.
Advertiser will defend, indemnify and hold Affricano or its affiliates and representatives
harmless from any damages, liabilities, costs, and expenses (incl. attorneys’
fees) resulting from any claim, judgment, or proceeding brought by a third
party.
In the case where advertisements are placed in such locations, Affricano reserves
the right to withhold payment for the entire campaign, withhold the account balance
and any other remuneration and/or submit an immediate legal action against
Advertiser and/or set a financial penalty, based on the damages caused to Affricano.
8.3. In order to be eligible to become an Advertiser of software or other
application (API), Your software or application (API) must meet the following
criteria:
• not to generate or facilitate unsolicited bulk commercial email;
• not to violate, or encourage the violation of, the legal rights of others;
• not to be used in any unlawful, invasive, infringing, defamatory, or
fraudulent purpose;
• not to distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or
other items of a destructive or deceptive nature (i.e. malware);
• it must not alter, disable, interfere with or circumvent any aspect of the
software of third parties or advertisement services particularly.
Advertisers will make all reasonable efforts to prevent unauthorized use of its
software or application and to terminate any unauthorized use. Advertiser will
promptly notify Affricano of any unauthorized use of, or access to, the
software or application of which it becomes aware.
Advertising software shall be installed only with the consent of the user, and
shall provide the ability of its removal without special additional programs.
8.4. Advertiser further acknowledges and accepts that Affricano may stop a
Campaign in case Advertiser’s website includes inappropriate content as
described above.
8.5. In order to ensure compliance with this section, Advertiser must notify Affricano
in writing of any changes to the content on Advertiser’s website, which could
be deemed inappropriate content.
9. LIABILITY OF THE
ADVERTISER
9.1. In case of unilateral refusal from the advertising campaign by the
Advertiser for less than 3 business days prior campaign starts the Advertiser
shall pay a fine in the amount of 30% of prepayment.
9.2. In case of breach of payment time limits by the Advertiser in comparison
to the deadline specified in the invoice, the Advertiser shall pay a fine in
the amount of 1% of the amount not paid for each day of delay.
9.3. In case of breach of conditions specified in clause 3.13 the
Advertiser shall pay to Affricano a penalty in the amount calculated by
dividing the average daily cost of lead amount (defined on the basis of statistics
data for the period from starting performance of the request) by 24 for each
hour of unavailability or failure of integration on the side of the Advertiser.
The Parties agree that on revealing the fact of breach of conditions specified
in clause 3.13, the period of integration’s inoperability on the side of
the Advertiser shall be calculated from the moment of the last lead fixation in
Affricano Network.
10. PERSONAL DATA
PROTECTION
10.1. Data Protection Laws mean any applicable data protection or privacy laws
or regulations as may be amended or superseded from time to time, including but
not limited to: the EU General Data Protection Regulation (“GDPR”) as
implemented by countries within the EEA; and/or other laws or regulations that
are similar, equivalent to, successors too, or that are intended to or implement
the laws or regulations applicable to the Parties in relation to the
transmission and processing of Personal Data under or in relation to the
Agreement.
10.2. If one of the Parties shall acquire and process the Personal Data of the
users within the frames of rendering of services hereunder the terms of this
section shall be applicable.
10.3. Each Party confirms that it has complied, and will continue to comply
with its obligations relating to Personal Data that apply to it under
applicable Data Protection Laws.
10.4. Where applicable Affricano (or its partners) warrants that it has
provided adequate notices to and obtained valid consents from Data Subjects in
each case, to the extent necessary for Affricano to Process they're Personal Data
in connection with the Agreement, including, without limitation for direct
marketing activities and international transfers of Personal Data to third
countries. Affricano is obliged to notify the Advertiser in writing within 24
(twenty-four) hours from receipt of Data Subject’s objection to or withdrawal
of Data Subject’s consent to process their Personal Data or other information
including, without limitation for direct marketing activities and international
transfers of Personal Data to third countries.
10.5. Each Party is obliged to place Privacy Policy and ensure that said
Privacy Policy describes the processing of personal data by the respective Party and complies
with the standards implemented by Data Protection Laws at all the platforms and
web-sites to which the Party is an administrator or owner and which the Party
intends to use for the rendering of services under the Agreement.
10.6. Each Party will limit access to Personal Data to that person who
require such access only as necessary to fulfill such party’s obligation under
the Agreement.
10.7. Each party will maintain appropriate administrative, physical,
organizational and technical safeguards aimed at maintaining an appropriate
level of security.
10.8. Each Party will provide the other Party with all necessary assistance in
connection with communications from, or requests made by Data Subjects in
relation to their rights under Data Protection Laws, and supervisory
authorities, in each case, as they relate to Data Subject Personal Data.
10.9. Each Party to the best extent possible will provide the other Party
assistance in complying with the Data Protection Laws.
10.10. Affricano and the Advertiser each agree and acknowledge that where a
Party processes Personal Data and alone determines the purposes and means of
such Processing, such Party shall be considered as a data controller (as
defined under applicable Data Protection Laws). In cases where Affricano
processes any Personal Data on the Advertiser’s behalf when performing its
obligations under this Agreement, it shall be considered as a Processor.
10.11. Affricano shall only process Personal Data for the following permitted
purposes in relation to advertising campaigns:
10.11.1. for providing services under this Agreement;
10.11.2. for fraud detection purposes including creating fraud reports to be
shared with the other Party;
10.11.3. for reporting purposes including reports to be shared with the other Party;
10.11.4. for determining the performance of campaigns distributed through Affricano
inventory or network and billing purposes.
10.12. As a Processor Affricano shall:
10.12.1. process the Personal Data only to the extent necessary for the
purposes of the Agreement and otherwise in accordance with the documented
instructions of the Advertiser (Controller);
10.12.2. not process the Personal Data in any country outside the European
Economic Area is other than in accordance with the terms of this section. If Affricano
is required by applicable laws or under the terms of the Agreement to transfer
the Personal Data outside of the European Economic Area, Affricano shall
execute appropriate documentation as required under Data Protection Laws
(unless Affricano is barred from making such notification under the relevant
applicable law);
10.12.3. ensure that all persons authorized by it to process the Personal Data
are committed to confidentiality or are under a statutory obligation of
confidentiality under applicable law;
10.12.4. have at all times during the term of the Agreement appropriate
technical and organizational measures to ensure a level of security appropriate
to the risk to protect any Personal Data, with particular regard to its
accidental or unlawful destruction, loss, alteration, unauthorized disclosure
of, or access. Where applicable technical and organizational measures may
include the following measures, but not limited to:
▪ restriction of access
to data centers, systems, and server rooms as necessary to ensure the protection of
Personal Data;
▪ monitoring of
unauthorized access;
▪ written procedures for
employees, contractors, and visitors covering confidentiality and security of
information;
▪ restricting access to
systems depending on the sensitivity/criticality of such systems;
▪ use of password
protection where such functionality is available;
▪ maintaining records of
the access granted to which individuals;
▪ ensuring prompt
deployment of updates, bug-fixes and security patches for all systems;
▪ providing anonymization
(encryption, pseudonymization) measures where applicable and required by Data
Protection Laws.
10.12.5. where Affricano does engage another Processor (Sub-processor), similar
obligations to those set out in this Agreement shall be imposed by Affricano on
the Sub-processor in a written contract. For the avoidance of doubt, terms
indicated this section shall also apply to any Sub-processor. Affricano shall
remain liable to the Advertiser for the performance of Sub-processor’s
obligations;
10.12.6. cease processing the Personal Data immediately upon the termination or
expiry of Agreement or, if sooner, on cessation of the contractual activity to
which it relates and, at the Advertiser’s election, delete or return all
Personal Data to the Advertiser, and delete all existing copies unless
applicable law requires their retention;
10.12.7. Affricano shall not retain Personal Data for longer than necessary to
meet the permitted purposes hereunder or use the same for any purposes other
than such permitted purposes;
10.12.8. if requested by the Advertiser, Affricano shall without delay, rectify
the Personal Data, to ensure it remains accurate, complete and current or
delete the same upon notification by the Advertiser to honor any Data Subject’s
request. The Advertiser agrees to notify Affricano of such requests
immediately;
10.12.9. at the earliest opportunity, without undue delay, and in any event
within 48 hours after having become aware, notify the Advertiser of any
unauthorized or unlawful processing of any Personal Data and of any loss or
destruction or other damage and shall take such steps consistent with good
industry practice to mitigate the detrimental effects of any such incident on
the Data Subjects and cooperate with the Advertiser in dealing with such
incident and its consequences;
10.12.10. Affricano acknowledges that the Advertiser is under certain record
keeping obligations under the Data Protection Laws, and agrees to provide the
Advertiser with all reasonable assistance and information required by the
Advertiser to satisfy such record-keeping obligations.
10.13. Each Party shall defend, indemnify and hold harmless the other Party
(Indemnified Party) against any and all claims, demands, actions, awards,
judgments, settlements, costs, expenses, liabilities, damages, and losses
(including all interest, fines, penalties, management time and legal and other
professional costs and expenses) incurred by Indemnified Party arising from
Indemnifying Party’s (and/or its representatives) failure to comply with Data
Protection Laws. In no event shall Affricano total liability to the Advertiser
under this article exceed EUR 1,000.
11. APPLICABLE LAW AND
DISPUTE RESOLUTION
11.1. This Agreement and any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with it or its subject
matter or formation shall be governed by and construed in accordance with the
laws of the Province of Quebec and Federal Laws of Canada without giving effect
to conflict of laws principles.
11.2. Each Party irrevocably agrees, for the sole benefit of Affricano that,
subject as provided below, the courts of the Province of Quebec and the courts
of Canada shall have exclusive jurisdiction over any dispute or claim
(including non-contractual disputes or claims) arising out of or in connection
with this agreement or its subject matter or formation. Nothing in this clause
shall limit the right of Affricano to take proceedings against Advertiser in
any other court of competent jurisdiction, nor shall the taking of proceedings
in any one or more jurisdictions preclude the taking of proceedings in any
other jurisdictions, whether concurrently or not, to the extent permitted by
the law of such other jurisdiction.
12. CANCELLATION
12.1. Either Party may cancel the ads campaign and terminate this Agreement
with 48 hours’ written notice to the other Party.
12.2. Affricano shall be entitled, with immediate effect, to stop Advertiser’s
Campaign or to prematurely terminate this Agreement in writing where: (a) The advertiser uses the Service or Program in a manner that entails the
perpetration of a crime; (b) Advertiser uses the Service or Program in a manner that occasions loss or the risk of loss for Affricano or any third party; (c)
it may be reasonably assumed that Campaign violates governing law; (d)
notwithstanding reminders, Advertiser fails to pay agreed fees or any other
remuneration to Affricano within a stated time; (e) Advertiser otherwise fails
to comply with this Agreement and such breach of contract is material; or (f)
Advertiser is placed into insolvent liquidation or is otherwise insolvent.
In this case, Affricano shall have the right to block your account immediately
and to withhold the remaining funds at your account as a fine.
12.3. You acknowledge and agree that in case of Your account been deleted at
any reason it means that user data would be erased too.
13. MISCELLANEOUS
13.1. Affricano may assign this Agreement to a subsidiary or business
successor. You may not assign this Agreement without the prior written consent
of Affricano, which shall not be unreasonably withheld.
13.2. This Agreement is the principal document in the legal relationship of the
Parties, and shall be deemed an entire agreement of the Parties. In case of
contradictions in using Service or Program, the Agreement shall prevail in any
case. Any documents placed on Your websites shall not be binding on Affricano.
13.3. The relationship between the Parties will be that of independent
contractors and nothing in this Agreement is intended to nor will establish any
relationship of partnership, joint venture, employment, franchise, agency, or another form of legal association between the Parties. Neither Party will have,
nor represent to any third party that it does have, any power or authority to
bind the other Party or incur any obligations on the other Party’s behalf.
13.4. The failure of a Party hereto at any time or times to require performance
of any provision hereof shall in no manner affect its right at a later time to
enforce the same. No waiver by a party of any condition or of any breach of any
term, covenant, or representation contained in this Agreement shall be effective
unless in writing, and no waiver in any one or more instances shall be deemed
to be a further or continuing waiver of any such condition or a breach in other instances
or a waiver of any other condition or breach of any other term, covenant or
representation.
13.5. The representations and warranties of Advertiser set forth in this The agreement shall survive closing for a period of one year from the termination
date.
13.6. No claim for a breach of any representation or warranty by Affricano
shall be actionable or payable if the breach in question results from or is
based on a condition, state of facts, or other matter, which was disclosed to
Advertiser and/or actually known by Advertiser prior to termination.
13.7. All claims related to the use of the Service or Program shall be
submitted by the Advertiser within 30 days from the end of the reporting period
only. In the case of missing the specified term, Affricano reserves the right
not to process the complaint, and all the services shall be deemed rendered
properly and subject to payment.
13.8. Headings to sections and subsections in this Agreement are for the convenience of the Parties only and are not intended to be a part of or affect
the meaning or interpretation hereof.
13.9. The Parties agree that any notice, which shall be given in accordance
with the legislation of this Agreement can be transferred by sending scanned
copies of the originals signed and sealed by the Parties by e-mail using e-mail
addresses usually used by the Parties during their business relations. The
Parties recognize and equate such scanned copies with original documents duly
executed and valid, and waive any claims to the contrary. The Parties recognize
these documents as appropriate evidence that can be used as such in resolving
disputes, which includes any court procedures. The exchange of scanned signed
copies does not exclude the obligation of the Parties to send each other
originals of the relevant documents by post or by courier.
13.10. The Parties shall inform each other within the shortest possible time on
changes of address, bank details, telephone numbers, e-mail addresses and
authorized representatives. Anything did by a Party using the last notification to
it details of the other Party shall be considered as done properly, and all the
costs and risks shall be borne by a Party that failed to notify the other Party
immediately about changes in its details.
PUBLISHER AGREEMENT
Publisher Agreement (the
“Agreement”)
Affricano LLC being an advertising
network that provides services for products monetization and promotion,
connecting publishers and advertisers through such service globally (the,
“Service”), and
You (the, “Publisher”, “You”, “Yours”, etc.) being the webmaster or the owner
of the website(s) and have sufficient authority to enter into this Agreement,
that seeks a service to attract advertisers including to such website(s) (the,
“Publisher’s web site”, “Your website”, “Site”, etc.),
WHEREAS,
Affricano has offered its service to the Publisher through www.Affricano.com
website (the, “Program”, etc.) and Publisher’s personal account, and you
decided to utilize the Service,
NOW,
Affricano and Publisher hereby agree as follows:
BY CHECKING THE BOX AND CLICKING "I ACCEPT" BUTTON, AS APPLICABLE, OR
BY CONTINUING TO PARTICIPATE IN THE SERVICE FOLLOWING OUR PUBLICATION OF THE
REVISED VERSION OF THIS AGREEMENT ON OUR WEBSITE, YOU (A) CONFIRM THAT YOU ARE
AWARE AND COMPLY WITH THIS AGREEMENT AND AGREE TO BE BOUND BY THIS PUBLISHER
AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE
DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY
REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN
THIS AGREEMENT; (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND
LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN
COMPLIANCE WITH THIS AGREEMENT; AND (D) AGREE TO RECEIVE DIRECTLY TO YOUR
E-MAIL NEWSLETTERS, TRAFFIC MONETIZATION INSIGHTS, LATEST PROMOTIONS, CASE STUDIES AND TUTORIALS FROM US.
Out of concern for the environment, this Agreement is concluded exclusively in
electronic form and no paper copy will be produced. This Agreement concluded in
electronic form shall be deemed equivalent to a paper document bearing a
handwritten signature and a seal. At the request of the Party, this Agreement
or any additional documents to it, accounting, and other documents signed by
electronic document exchange shall be replaced by a paper document signed by
handwritten signature and sealed within 20 business days from the date from the
receipt of the Party's written request. In this case, the costs for sending the
requested documents shall be borne by the Party, which sent the relevant
request.
1. DEFINITIONS
1.1. “Ad(s), Advertisement(s)” – means graphical, interactive, rich media and
video, or other online advertisements, including, without limitation, banners,
buttons, towers, skyscrapers, pop-ups, pop-unders and video advertisements or
similar generated by you or advertiser’s web-servers in response to a query
from Affricano.
1.2. “Publisher” – means a party that has decided to enter into this Agreement
and to assign Affricano to provide online services in accordance with the terms
and conditions of this Agreement.
1.3. “Publisher Account” / “Account” – means the Publisher’s account at Affricano
website www.Affricano.com.
1.4. “Content” – means textual, visual, or aural content that is encountered as
part of the Publisher’s websites. It may include documents, data, applications,
e-services, images, audio and video files, personal web pages, archived e-mail
messages, and etc.
1.5. “Effective Date” – means the date of adoption by Publisher terms of this
Agreement or in the absence of its signature, the date when the Publisher set
up a Publisher Account with Affricano.
1.6. “Affricano Network” – means Affricano’s digital advertising network
available at www.Affricano.com, including advertisers and publishers.
1.7. “Affricano Network Property” – means any website, application, content,
property or any other media owned, operated or provided by a company within
the Affricano Network upon which Ads are placed.
1.8. “Confidential Information” – will include any information, whether
provided in writing, orally, visually, electronically, or by other means,
related to the Services and/or business of a party and is treated as
confidential or secret by the party, including but not limited to (i) all
information marked as “Confidential,” “Proprietary,” or similar legend by the
disclosing party (“Discloser”) when given to the receiving party (“Recipient”);
and (ii) information and data provided by the Discloser, which under the
circumstances surrounding the disclosure should be reasonably deemed
confidential or proprietary.
2. THE SERVICE
2.1. In order to become a Publisher, you must first accurately submit an
application for Affricano account at our website and be in compliance with this
Agreement or register as a Publisher by contacting Affricano directly for
acceptance, 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 as Affricano Publisher. We may accept or reject
your account registration at any time at our sole discretion for any reason. Affricano
reserves the right to add, edit, remove or reclaim any account details
(including your submissions) with or without your consent if deemed appropriate
at Affricano sole discretion.
2.2. By filing your account application or registering as a Publisher you
confirm your understanding and unreserved acceptance of this Agreement and
other terms and conditions of Affricano, including, but not limited to the
Privacy Policy, published at our website concerning the Services, and confirm
you are a duly authorized signatory, has full legal capacity and all the necessary
authority to bind the individual, company, or other entity, and hereby
submitting a legally binding electronic signature and entering into a legally
binding contract.
2.3. In order to be eligible to become Affricano Publisher, all websites must
meet the following criteria:
• Be content-based, not simply a list of links or advertisements, nor can the the site be centered around making money off of our advertisers;
• Be fully functional at all levels; no “under construction” sites or sections;
and
• Shall comply with the applicable legislation.
2.4. The content of the Publisher’s website(s) or its affiliated website(s) or
websites where it places Ads can not include any material that infringes the
rights of any third party or is in violation of any law, as bound by the law or
determined by us in our sole discretion, including but not limited to the
following:
• Intellectual property rights;
• Racial, ethnic, political, hate-mongering or otherwise objectionable content;
• Investment, money-making opportunities or advice not permitted under the law;
• Gratuitous violence or profanity;
• Material that defames, abuses, or threatens physical harm to others;
• Promotion of illegal substances or activities (e.g. illegal online gambling,
“how to build a bomb”, counterfeiting money, etc.);
• Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc.);
• Hacking or Phreaking;
• Fraud, unofficial, untrue, false, misleading, invented, re-produced
information, facts, news, offers, solutions, guidelines related to or aiming to
treat in any way and at any level vulnerabilities of all kind, including but
not limited to any physical, mental, psychological, social, religious,
economic, scientific vulnerabilities;
• Any illegal activity whatsoever;
• Any spoofing, redirecting, or trafficking from adult-related websites in an the effort to gain traffic; or
• Any other inappropriate activity as determined by us in our sole discretion.
2.5. Affricano has the following Non Acceptable Business rules for Publishers:
• Where there are known or perceived links to terrorist organizations,
military, arms and/or ammunition manufacture or sales;
• Where there is knowledge or suspicion of money laundering or terrorist
financing;
• Where it is known or there are reasonable grounds for suspicion that a criminal
offense has taken place;
• Where the client or any of the clients associated parties are subject to any
sanctions measures;
• Where the client is undertaking an activity or trade within, from, or into a
country where that activity is subject to embargo and/or trade control
restrictions;
• Producers/publishers of racist/pornographic/pressure group material or
extreme political propaganda;
• Regulated entities that do not have the appropriate licensing;
• Extreme political and/or charitable organizations.
2.6. Publisher understands and accepts that Affricano does not allow and
prohibits the multiple account opening for each Publisher. Publisher agrees not
to fill in an account application and/or register as a Publisher more than one
time and/or hold more than one account with Affricano for any reason and/or in
order to benefit in any way from any marketing promotional program/project
and/or offer available for the Publisher by Affricano.
2.7. Affricano may allow multi-account applications/registrations/openings/holdings
for a Publisher, if this is specifically and clearly predefined as
accepted/permitted in any specific marketing promotional program/project and/or
offer and/or in exceptional cases, at any time and for any reason Affricano
considers acceptable and solely at its own discretion, if the Publisher submits
such request by sending an email to support@Affricano.com.
2.8. You may not transfer your account to anyone without explicit written
permission of Affricano and you may not use anyone else’s account or password
at any time without the express permission and consent of the holder of that
account. Affricano cannot and will not be liable for any loss or damage arising
from your failure to comply with these obligations.
2.9. Minimum Eligibility Requirements.
In order to be eligible to become a Publisher, all websites, affiliated
websites and e-mail distribution lists (collectively the "Media")
must meet the following criteria, at a minimum: All Publishers that wish to
send advertisements via email must have the consent of the consumer to send
such email and each Publisher shall maintain records evidencing such consent
including, without limitation:
● I: Member opt-in date
● II: Registration source
● III: First name
● IV: Last name
● V: Address
● VI: Email address
● VII: Any other information collected and will supply such records
to Affricano within one business day of request thereof
Unless otherwise approved in writing by Affricano, Publishers may not offer
incentives to users as means to enhance the performance of any Program (as
defined below); incentives include but are not limited to awarding them cash,
points, prizes, contest entries, etc.; Publisher's policies must be compliant
with state and federal laws and regulations including but not limited to the
CAN-SPAM Act of 2003 Spawning process pop-ups are prohibited, and Such other
criteria as Affricano may from time to time determine, in its sole discretion.
2.10. Special Rules Governing Email Campaigns.
2.10.1. In the event that Affricano or Publisher receives a complaint from any
recipient of a Program transmitted by Publisher, upon our request Publisher
will immediately provide Affricano with appropriate records verifying that
recipient's consent to receive email transmissions from Publisher. Such records
include, but may not necessarily be limited to, the Internet address of
Publisher's opt-in/opt-out website, the date of the recipient's action, and
Publisher's privacy policy.
2.10.2. Publisher may not use an advertiser's name (including any abbreviation
thereof) in the originating email address line or subject line of any email
transmission.
2.10.3. No Misleading Headers or Other Masking of Email Origin. An email may
not include falsification of header information, false registrations for email
accounts or IP addresses used in connection with email ads, and retransmissions
of an email ad for the purpose of concealing its origin. Publisher and/or their
email delivery providers are prohibited from relaying or retransmitting emails
from a computer or computer network that was accessed without authorization.
2.10.4. Subject lines may not be false or misleading such that it would likely
mislead a reasonable recipient as to the contents or subject matter of the
message. Publisher may only use approved Specified Advertising Materials,
including subject lines available provided by Affricano or subject lines for
which Publisher has documented approval from Affricano.
2.10.5. Specified Advertising Materials consisting of email messages must
contain clear identification. Messages containing advertisements or
solicitations must identify themselves as such, and do so by "clear and
conspicuous" means, for example, by stating in the message body "This
advertisement is brought to you by (Your Company)". Further, the sender must
identify itself as the initiator and sender of the email including company
name, email, and physical address.
2.10.6. Effective Method of Opting Out of Future Mailings. Senders of
commercial emails must give recipients an effective means of requesting not to
receive future email ads from that sender. At a minimum, the publisher must
give the recipient the ability to send a reply message to unsubscribe, opt-out
via postal letter and provide a functioning unsubscribe link that must remain
in operation for 30 days from the date of the original email transmission.
2.10.7. All unsubscribe requests must be implemented within 10 business days
from their receipt. You may not sell or transfer an email address once someone
has opted out of receiving future communications, whether from only the
advertiser or globally.
2.10.8. No Random or Invalid Generation of Email Addresses. The publisher is
responsible for knowing the source of its email list. Email addresses may not
be obtained by the use of a program for random generation of email addresses,
and/or "scraping" websites or online services. Publisher must have
full opt-in data for all recipients in its database.
2.11. Non-Solicitation.
Publisher agrees that Publisher will not approach or attempt to engage in a
contract with any of Affricano's clients (each such client, individually a
"Client" and all such clients, collectively "Clients")
directly or indirectly via a Client's ad agency, broker, or any other person or
entity. Affricano will promptly reply in writing to any inquiries received from
Publisher regarding the status of any person or entity as a Affricano Client so
as to aid Publisher in its efforts to comply with the non-solicitation
provisions of this Agreement. Because Affricano will be irreparably harmed by
Publisher's conduct, and because the true extent of such harm will be
impossible to quantify, monetary damages will not be an adequate remedy for any
such conduct. Publisher agrees that Affricano shall be entitled to injunctive
relief precluding Publisher from taking or continuing any action or conduct in
violation of this provision, to be issued by any court of competent
jurisdiction upon a showing of any such violative conduct by Publisher.
2.12. Links.
Publisher agrees to use the Links in the exact form that we deliver them to
Publisher. Publisher agrees not to modify, alter, delete, or adapt the Links in
any manner without Affricano's written approval. Links must be served from the Affricano
server unless otherwise permitted in writing by Affricano. Publisher shall not
take any actions to impede the action of or to disable any such links.
Publisher agrees to, if request by Affricano, modify or alter Links or Tracking
devices in the manner requested by Affricano. Publisher further agrees that it
shall in no event modify or interfere with Tracking devices unless specifically
instructed to do so by Affricano in accordance with the previous sentence.
3. PLACEMENT OF ADS
3.1. Publisher will not place advertisement on pornographic/offensive, and/or
warez, and/or illegal MP3 sites/directories, and/or P2P/Bit-Torrent sites,
and/or Spyware or malicious code of any sort and/or alternatively questionable
areas. In the case whereby advertisements are placed in such sites/directories,
Affricano reserves the right to withhold payment for the entire campaign and/or
submit an immediate legal action against the Publisher and/or set a monetary
fine in the amount based on the damages caused to Affricano.
3.2. Affricano do not check or control the activities or contents at websites
where you place Ads, but all the services may be rejected and we reserve the
right to delete your account, withhold and freeze all fees and remunerations if
you engage in fraudulent or illegal activity.
4. PUBLISHER EARNINGS
4.1. Cost of using Service depends on the amount and scope of advertising campaigns
carried out by the Publisher during the reporting period based on ads
placements generated by Affricano reporting system (stats), available in your
personal account. All reported statistics for the purposes of billing and
general delivery reporting is based on Affricano reporting system only.
4.2. In the event that the Publisher believes that there is a discrepancy in Affricano’s
reporting system, Publisher must provide Affricano with a reasoned report of
such discrepancy within three (3) calendar days from receipt of Affricano’s
reports. Otherwise, Affricano shall not be liable for such discrepancy and
will calculate earnings on basis of its reporting system. If the Parties are
unable to reach an agreement regarding the discrepancy, then Affricano stats
and reports shall prevail.
4.3. Affricano is entitled to make adjustments in the Publisher’s account in one of
the following cases:
• To pay promotions and bonuses
• Due to technical reasons
• Due to Publisher’s fraudulent activity
• On the basis of additional agreements with You
• Due to Advertiser’s complaints or refunds
5. PAYMENTS
5.1. Publisher will be paid per the terms of each Campaign. Affricano shall pay
any amounts due approximately 15 days after the cashout request done at the
platform, less any taxes required to be withheld under applicable law, provided
that Affricano may, in its discretion, withhold payments until such time as the advertiser has paid Affricano for any Campaign. In addition to any other
remedies that may be available to Affricano, in the event of any breaches by
Publisher of these Terms and Conditions, Publisher shall forfeit its rights to
any amounts owed by Affricano to Publisher. Affricano reserves the right to
withhold or reduce any payments owed to Publisher as a consequence of any
offsets are taken by Advertisers for fraudulent traffic, invalid Events, technical
errors, tracking discrepancies, and the like. Affricano shall compile, calculate
and electronically deliver data required to determine Publisher's billing and
compensation. Any questions regarding the data provided by Affricano need to be
submitted in writing within 10 business days of receipt, otherwise the
information will be deemed accurate and accepted as such by Publisher.
5.2. Affricano will not pay for any Events that occur before a Campaign is
initiated, or after a Campaign terminates. Invoices submitted to Affricano and
payments made to Publisher shall be based on the events as reported by Affricano.
Affricano will not be responsible to compensate Publisher for Events that are
not recorded due to Publisher's error.
5.3. Affricano provides the ability to perform payments by using payment
service providers. Publisher shall have the right to select any payment service
provider available. You agree that Affricano is not responsible for any actions
made by the payment service provider including but not limited to any
additional transaction fees, banking commissions, or currency fees applied to
your transaction. All payments shall include the above-mentioned fees and
commission, if applicable.
5.4. Publisher is responsible for all applicable taxes associated with provided
Services, other than taxes based on Affricano income. Publisher shall indemnify
Affricano against all losses suffered or incurred by the Affricano arising out
of or in connection with any payment made to the Publisher.
5.5. Publisher responsible to supply valid payment details in personal account
of our Service, if details are wrong or if the Publisher changes its payment
details, it is the Publisher’s responsibility to notify by mail 14 days before
payment due date. Publisher will bear payment fees if required. In any event,
all payments will be made at the payment details specified in your personal
account in our Service.
5.6. All payments are processed automatically. We may, at our sole discretion,
refuse to process a payment (and may place a payment hold) on any part of your
account for any reason, block your account and terminate this Agreement,
including if we have a reasonable suspicion that you have breached any clause
of this Agreement. We also reserve the right to set off any amount you owe us,
including for breaches of this Agreement. We assume no responsibility for
paying any taxes on payments made to you, and you acknowledge and agree that it
is your complete and sole responsibility to pay for all taxes as a consequence
of your participation in the Program.
5.7. Hereby you represent and warrant to provide Affricano with all the
documentation or its equivalents, needed for identification of the parties,
ascertainment of the legal fact and fulfillment of its obligations under this agreement, within 15 business days from the date of request. In certain cases,
we may withhold all payments until we will receive relevant documentation from
you.
5.8. You on your own shall ensure the ability to receive payments from Affricano
to a specified bank account or at a relevant payment provider. If the receipt of
remuneration or other payment is delayed or failed because of your
non-compliance with this clause 6 (including if the failure or delay is caused
by a third-party payment service provider you are using), Affricano shall not
be responsible for violation of terms of payment.
5.9. If you believe that any fault in the transaction has taken place, you agree to
notify us immediately, and We will make all possible efforts to eliminate
delays or errors in payment processing. Unless your claim been submitted within
30 days after the charge, you will have waived, to the fullest extent permitted
by law, all claims against Affricano related to the transaction. If you
experience a technical failure or interruption of services that causes your
funding transaction to fail, you may request that your transaction be completed
at a later time.
5.10. By entering into this Agreement, you agree to receive Publisher’s revenue
as from Affricano, or from its affiliates, subsidiaries, agents,
sub-contractors or distributors.
6. REPRESENTATIONS,
WARRANTIES AND COVENANTS
• You represent, warrant, and covenant that: all advertising materials created
by you, all the websites where you place advertising materials is in compliance
with all applicable laws and terms and conditions of this Agreement, and does
not contain or promote, nor links to another website that contains, libelous,
defamatory, abusive, violent, prejudicial, obscene, infringing, sexually
explicit or illegal content, including copyright ownership infringements and
unlawful use of intellectual property;
• You agree not to promote via advertising materials, website or link to
websites containing any pornographic, racial, ethnic, political, software pirating
(e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;
• You agree not to engage in any illegal activity, in accordance with
applicable law, whatsoever, is not allowed;
• You represent and warrant that you own or have legal rights to use and
distribute all content, copyrighted material of the advertising materials
created by you; you agree not to use deceit when marketing advertiser’s offers
or presenting these offers to consumers; you have the right, power, and
authority to enter into this Agreement and grant the rights specified herein;
• You will not attempt in any way to alter, modify, eliminate, conceal, or
otherwise render inoperable or ineffective the website tags, source codes,
links, pixels, modules or other data provided by or obtained from Affricano
that allows Affricano to measure ad performance and provide its service (“Site
Data”);
• If instructed to do so by Affricano and/or if this Agreement terminates, you
will immediately remove and discontinue the use of any Site Data;
• You acknowledge that Affricano does not represent, warrant, or make any
specific or implied promises as to the successful use of Service;
• You agree to display the creative exactly as it appears on the Program and
will not alter any creative that has been submitted to the Site;
• You agree to display the creative exactly as it appears on the Service and
will not alter any creative that has been placed through the Service;
• If you are notified that fraudulent activities may be occurring on your
website, and you do not take any actions to stop the fraudulent activities,
then you are responsible for all associated costs and legal fees resulting in
these fraudulent activities;
• You represent, warrant, and covenant that you will not take any action that
imposes, or may impose, in our sole discretion, an unreasonable or
disproportionately large load on our technology infrastructure or otherwise
make excessive demands on it;
• You may not disable, circumvent or otherwise interfere with security-related
features of our Service or features that prevent or restrict use or copying of
any part of our Service, or which enforce limitations on the use of our
Service;
• Hereby You irrevocably authorize Affricano to transfer a request received by Affricano
to provide information for the payment directly to your financial institution
available;
• You represent, warrant, and covenant that your advertising materials and
websites, where you place advertising materials, does not contain any sexual or
erotic material that depicts persons under the age of eighteen (18) or in the manner that suggests that they are under the age of eighteen (18);
• If any errors or undesirable results occur due to no fault of Affricano, Affricano
shall not be responsible for losses and you may not be compensated;
• Publisher undertakes to ensure that its servers or servers of websites where
advertising materials are placed to support the traffic directed to the ad campaign
through our Service. Affricano takes no responsibility for all the consequences
in the event, the servers cannot support the traffic directed to a website. You
shall test the website to ensure its correct appearance in different web
browsers, devices, or systems and optimize it if necessary.
• You acknowledge that every case of violation of the terms of this Agreement
will lead to material and business standing losses of Affricano in the amount
of at least US $ 1,000. Therefore, we reserve the right to recover damages
caused in the specified amount, or the amount of actually incurred losses, in
the event of your breach of contract. Such losses may be deducted from the
balance of your personal account in the Service.
7. FRAUDULENT ACTIVITY
7.1. YOU MAY NOT CHEAT, DEFRAUD OR MISLEAD US OR ADVERTISER(S), OR ATTEMPT TO
CHEAT, DEFRAUD OR MISLEAD US OR ADVERTISER(S), IN ANY MANNER.
You are expressly prohibited from using any means, devices, or arrangements to
commit fraud, violate any applicable law, interfere with other affiliates, or
falsify information in connection with the Services or generating of
remuneration or exceed your permitted access to Affricano Service. You are
forbidden from using any preference/method resulting in the re-direction of the
user to your landing page when such user has at least once previously chosen
through a certain action to leave your page. These prohibited activities
include but not limited to: framing an ad-banner’s click-through destination,
invisible iframe, auto-spawning of browsers, running “spiders”,” bots”, and
automatic redirecting of users or any other technique of generating automatic
or fraudulent click-through and/or impressions. Ads may not be placed on an
automatically reloaded page. In any case, Affricano shall make all
determinations about fraudulent activity at its sole discretion.
7.2. If Publisher is suspected of any fraudulent activity Affricano shall have
the right to ban Your Publisher Account, to withhold account balance, and to
take all necessary legal actions to restore the damage caused by this
violation. All advertising campaigns carried out on Publishers' websites with fraudulent
activities are not subject to payment.
8. LIMITATION OF
LIABILITY; DISCLAIMER OF WARRANTY
IN NO EVENT SHALL AFFRICANO BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM
YOUR USE OF THE SERVICE, OPERATION OF A PROGRAM, OR ADVERTISING MATERIALS CREATED
OR PLACED BY YOU, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON ANY WEBSITE,
INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF AFFRICANO HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. AFFRICANO IS ONLY THE TOOL FOR ADS CAMPAIGNS
CONNECTING ADVERTISERS AND PUBLISHERS THROUGH ITS SERVICE. THE INFORMATION,
CONTENT AND OTHER AFFRICANO SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITH NO
WARRANTY. YOU USE THE SERVICE, RUN PROGRAMS, AND ACCEPT SERVICES TASKS OF
ADVERTISER(S) AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AFFRICANO
DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
WITH RESPECT TO THE OPERATION OF THE SERVICE, THE INFORMATION, AND CONTENT
INCLUDED ON THE SERVICE AND PROVIDED BY AFFRICANO, INCLUDING BUT NOT LIMITED TO
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AFFRICANO
DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SERVICE OR WEBSITE
OR PROVIDED BY AFFRICANO IS ACCURATE, COMPLETE, OR CURRENT.
9. INDEMNITY
You shall indemnify, defend and hold Affricano harmless from and against any
and all claims, allegations, liabilities, costs, and expenses (including
reasonable attorneys´ fees) which may be incurred by or to the third parties
arising out of your: (a) improper use of the Service; (b) improper operation of
a Program; or (c) breach or violation of any clause of this Agreement or other
mutual agreement of its parties.
10. GOVERNING LAW AND
JURISDICTION
10.1. This Agreement and any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with it or its subject
matter or formation shall be governed by and construed in accordance with the
laws of the Province of Alberta and Federal Laws of Canada without giving
effect to conflict of laws principles.
10.2. Each Party irrevocably agrees, for the sole benefit of Affricano that,
subject as provided below, the courts of the Province of Alberta and the courts
of Canada shall have exclusive jurisdiction over any dispute or claim
(including non-contractual disputes or claims) arising out of or in connection
with this agreement or its subject matter or formation. Nothing in this clause
shall limit the right of Affricano to take proceedings against Advertiser in
any other court of competent jurisdiction, nor shall the taking of proceedings
in any one or more jurisdictions preclude the taking of proceedings in any
other jurisdictions, whether concurrently or not, to the extent permitted by
the law of such other jurisdiction.
11. INTELLECTUAL
PROPERTY RIGHTS
11.1. Hereby we grant you a non-exclusive, non-transferable, revocable right to
use Affricano Service and to access our website through our Service only in
accordance with the terms and conditions of this Agreement.
11.2. You may not alter, modify, manipulate or create derivative works of Affricano
or any of our graphics, creative, copy, or other materials owned by, or licensed to
Affricano in any way. 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 Affricano’ trademarks, service
marks, copyrights, patents, or trade secrets. You agree that we may use any
suggestion, comment, or recommendation you choose to provide to Affricano
without compensation. All rights not expressly granted in this Agreement are
reserved by Affricano.
11.3. Your use of the Service shall be governed by and subject to the laws and
regulations regarding copyright ownership and terms of use of intellectual
property. You represent, warrant, and covenant that you do not upload, download,
display, perform, transmit, or otherwise distribute any object in violation of
any third party’s copyrights, trademarks, or other intellectual property
rights. You represent, warrant, and covenant that you abide by the laws
regarding copyright ownership and use of the intellectual property and you shall be
solely responsible for any violations of any relevant laws and for any
infringements of third-party rights caused by you.
11.4. ALL THE PARTIES HEREBY AGREE THAT AFFRICANO DOES NOT HAVE ANY AUTHORITY
OR ABILITY TO CONTROL CONTENT MADE BY THE PUBLISHER OR A WEBSITE(S) WHERE
PUBLISHER PLACES ADS AND FOR THIS REASON, WE CANNOT BEAR ANY RESPONSIBILITY
REGARDING BREACHING OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OTHER
RIGHTS.
12. TERMINATION
12.1. This Agreement shall commence upon your acceptance and remain in effect
until terminated. This Agreement may be terminated by either Party upon one
business days´ notice. This Agreement shall terminate immediately upon the
dissolution or insolvency of either Party or the breach of this Agreement by
you. Affricano reserves the right, in its sole and absolute discretion, to
terminate a campaign and remove any advertisements at any time for any reason.
13. MISCELLANEOUS
13.1. Affricano may assign this Agreement to a subsidiary or business
successor. You may not assign this Agreement without prior written consent.
13.2. This Agreement contains the sole and entire agreement and understanding
between the Parties relating to the subject matter herein, and merges all prior
discussions, whether through officers, directors, salespersons, employees or
consultants.
13.3. This Agreement is the principal document in the legal relationship of the
Parties, and shall be deemed an entire agreement of the Parties. In case of
contradictions in using Service or Program, this Agreement shall prevail in any
case. Any documents placed on Your websites shall not be binding on Affricano.
13.4. If any provision of this Agreement is held to be invalid, illegal or
unenforceable for any reason, such as invalidity, illegality, or unenforceability
shall not affect any other provisions of this Agreement and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
not been contained herein.
13.5. Each Party is an independent contractor and not a partner, joint venture, or employee of the other. All notices shall be sent to the addresses submitted
by you when signing up for the Service by certified mail, fax, email or
courier.
13.6. Affricano reserves the right to change any terms and conditions of this
Agreement at any time unilaterally. The Publisher shall be informed of such
amendments by relevant notice in personal account or through the information
being made available on Affricano’s website. The Publisher shall be deemed to
have received such notice within the next business day of the notice being sent
by e-mail or made available in Publisher’s personal account on Affricano’s
website. You may refer to contract revisions on our website – www.Affricano.com.
The terms and conditions of this Publisher Agreement (as published on www.Affricano.com
(the “Terms”) bind the parties from the date signed or the date service is
provided and shall apply to each and any services provided by Affricano. This agreement shall take precedence over any other terms and conditions issued or
stated or referenced to apply relating to the services provided by Affricano.
13.7. Representations and warranties of Publisher set forth in this Agreement
hereof shall survive closing for a period of one year from the termination
date.
13.8. No claim for a breach of any representation or warranty by Affricano
shall be actionable or payable if the breach in question results from or is
based on a condition, state of facts, or other matter which was disclosed to
Publisher and/or actually known by Publisher prior to termination.
13.9. Publisher acknowledges and agrees that entering into this Agreement it
has not relied on and is not relying on any representations, warranties, or other
statements whatsoever, whether written or oral other than those expressly set
out in this Agreement, Privacy Policy or other terms and conditions published
at www.Affricano.com and that it will not have any right or remedy rising out
of any representation, warranty, or another statement not expressly set out in
this Agreement.
13.10. All claims related to the use of the Service or Program shall be
submitted by the Publisher within 30 days from the end of the Reporting Period
only. In the case of missing the specified term, Affricano reserves the right
not to process the complaint, and all the services shall be deemed rendered
properly.
13.11. Headings to sections and subsections in this Agreement are for the convenience
of the parties only and are not intended to be a part of or affect the meaning
or interpretation hereof.
13.12. You agree on using any communication method (email message/SMS
message/phone) with contact details provided in your personal account.
This agreement was last
updated on 5th of June 2021.
Affricano is the first Affiliate network in Africa, with exclusive offers and products with a high conversion rate, and the highest commissions.