September 15, 2016 updated
Affiliates.one is an ad network to help enable the purchase and sale of mobile advertisements (collectively, the “Services”). Affiliates.one may offer additional services or revise any of the Services, at its discretion, and this Agreement will apply to all additional services or revised Services. Affiliates.one also reserves the right to cease offering any of the Services.
1. Eligibility.Minimum Age.
You must be an individual person, at least 13 years old to use the Site and to register for the Services. By using the Services, you represent and warrant that you are at least 13 years old.
2. Use of Site and Service.As a User or a User registered to use any of the Services (a “Registered User”), you agree to the following:
Your account is for your personal use only. You may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Affiliates.one is not responsible for third party access to your account that results from theft or misappropriation of your user names and passwords. Affiliates.one may assign this Agreement in whole or in part at any time without your consent.
The Site and Services are intended for use in worldwide. You will only use the Services in a manner consistent with this Agreement and any and all applicable local, state, national and international laws and regulations, including, but not limited to, United States export control laws. Software from this Site (the “Software”) is further subject to United States export controls. You are not located in, under the control of, or a national or resident of any country which the United States has (i) embargoed goods, (ii) identified as a “Specially Designated National”, or (iii) placed on the Commerce Department’s Table of Deny Orders. Registration for, and use of, the Services are void where prohibited. To the extent that the Services are not legal in your jurisdiction, you may not use the Services. The Services may not be used where prohibited by law.
Risk Assumption and Precautions.
Affiliates.one is not responsible for the conduct, whether online or offline, of any User of the Site or of the Service. Affiliates.one is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any site or combination thereof, including injury or damage to Users’ or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will Affiliates.one or any of its affiliates, advertisers, promoters or distribution partners be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Site or the Services. The Site and the Services are provided “AS-IS” and Affiliates.one expressly disclaims any warranty of merchantability, fitness for a particular purpose or non-infringement. You assume all risk when using the Services.
No False Information.
You will not provide inaccurate, misleading or false information to Affiliates.one. If information provided to Affiliates.one subsequently becomes inaccurate, misleading or false, you will promptly notify Affiliates.one of such change.
Unique and Bona Fide Profile. As a Registered User of the Service, you will create only one unique profile.
No Harassment of Affiliates.one Employees or Agents.
You will not harass, annoy, intimidate or threaten any Affiliates.one employees or agents engaged in providing any portion of the Services to you.
If User is a publisher, User shall not authorize or encourage any third party to generate fraudulent impressions of, fraudulent clicks, or fraudulent conversions on any advertisement, including but not limited to, through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software. Users who are publishers may list assets including but not limited to mobile sites, applications, and device platforms ("Mobile Properties") and make them available for advertisement. Users who are publishers hereby grant Affiliates.one the right to access, index, store and cache requests made from User's mobile websites (“Mobile Property”) to the Services, including by automated means. Users who are publishers allow Affiliates.one to access publishers’ applications to serve Affiliates.one’s personalized advertisements. Users who are advertisers may produce content including but not limited to text links, banners, videos, and graphics ("Advertisements") for display on a publisher's Mobile Property. User agrees to comply with the technical specifications provided by Affiliates.one to enable proper display of the Advertisements in connection with the Services.
3. Proprietary Rights.Ownership of Proprietary Information.
The Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. You hereby acknowledge and agree that Affiliates.one is the owner of highly valuable proprietary information, including, but not limited to its technology and templates (collectively, “Confidential Information”). Affiliates.one owns and hereby retains all proprietary rights in the Services and the Site, including but not limited to, all Confidential Information.
No Use of Confidential Information. You will not post, copy, modify, transmit, disclose, show in public, create any derivative works from, distribute, make commercial use of, or reproduce in any way any (i) Confidential Information or (ii) other copyrighted material, trademarks, or other proprietary information accessible via the Services, without first obtaining the prior written consent of the owner of such proprietary rights.
4. User Information.Privacy Statement.
Use of Anonymous Information for Research.
By using the Services, you agree to allow Affiliates.one to anonymously use the information provided from you through the Services, to continue Affiliates.one’s research to improve its Services.
6. Copyright Policy.Affiliates.one may terminate the account and access rights of any repeat infringer. If User is a copyright owner or the legal agent of a copyright owner, and User believes that any material used on the Site or Services infringes upon User’s copyrights, User may submit a notification pursuant to our Digital Millennium Copyright Act Notice ( www.affiliates.one/dmca).
7. Modifications.The Internet and technology are rapidly changing.
.one may need modify the Agreement from time to time. Affiliates.one will post on the Site a copy of the modified Agreement, which will become effective 30 days after it is first posted on the Site. User should regularly review the Site to ensure that User is informed of any changes and if you are also a Registered User, be sure that the email address on record is current. If you are a Registered User, Affiliates.one will also email you to the email address then on record a link to a copy of the modified Agreement 30 days before it will go in effect. If any modification is unacceptable to you, you shall cease using the Site and the Services. Your continued access to the Site or the Services will indicate you have accepted the change.
8. Fees and PaymentsSome of the Services require payment of fees. Affiliates.one reserves the right to change its price list and to institute new charges at any time, upon prior notice to User, which may be sent by email or posted on the Site. If User is an advertiser, User shall pre-pay all applicable fees together with any applicable taxes, as described on the Site, in connection with such Services selected by User. If User is a publisher, User shall receive a percentage of the Net Revenue of advertisements associated with User's use of the Services as solely determined by Affiliates.one. You understand that pursuant to the terms of this Agreement VibrantAds LLC and UpstartDNA Co., Ltd. have entered into agreements with advertisers located in the United States of America and outside the United States of America, respectively. VibrantAds LLC is procuring and is responsible for payment of the services of publishers for itself and other companies, including Affiliates.one related companies. Further, you understand that all payments to publishers will be made by VibrantAds LLC, and the cost of Net Revenue due to publishers will be borne by the Affiliates.one entity or other company responsible for the relevant advertising campaign.
"Net Revenue" shall mean revenues actually received by Affiliates.one from the sale, use or other disposition of advertisements displayed on Publisher's Mobile Property less sales, use, value added and excise taxes, less any agency commissions, carrier and/or partner fees, and less any allowances actually made or taken for returns, cash discounts or promotional allowances but excluding other revenues indirectly earned, if applicable, for consulting, planning and targeting, copywriting, site building, account management or technical modifications or technical innovations which may be charged by Affiliates.one to third parties from time to time. The portion of Net Revenue received by User shall be determined on the first Monday of each calendar month, on which day those revenues accrued to User's account thirty (30) or more days earlier shall become eligible to be paid. Payments to User shall be sent by Affiliates.one only if User's earned balance is greater than or equal to $100USD (One Hundred Dollars, US). If User's earned balance is less than $100USD, no check shall be sent until the following calendar month, on the first Monday of which Affiliates.one shall make the aforesaid determination anew. Payments will be calculated solely based on our accounting. Payments to you may be withheld to reflect or adjusted to exclude any amounts refunded or credited to advertisers and any amounts arising from invalid activity, as determined by Affiliates.one in its sole discretion. Invalid activity is determined by Affiliates.one in all cases and includes, but is not limited to, (i) spam, invalid impressions or invalid clicks on Ads generated by any person, bot, automated program or similar device, including through any clicks or impressions originating from your IP addresses or computers under your control; (ii) clicks solicited or impressions generated by payment of money and false representation; (iii) clicks or impressions co-mingled with a significant amount of the activity described in (I and ii) above, or (iv) any breach of this Agreement by User. If User disputes any payment made in connection with the Services, User must notify Affiliates.one in writing within thirty (30) days of any such payment. Failure to so notify Affiliates.one shall result in the waiver by User of any claims related to such disputed payment. To ensure proper payment, User is solely responsible for providing and maintaining accurate contact and payment information associated with User's account. User agrees to pay all applicable taxes or charges imposed by any government entity in connection with User's use of the Services.
9. Disclaimer of Warranty.If you are a publisher, User specifically acknowledges and agrees that Affiliates.one has no control over (and is merely a passive conduit with respect to) any content that may be submitted or published by any advertiser, and that User is solely responsible (and assumes all liability and risk) for determining whether or not such content is appropriate or acceptable to User, and (ii) if User is an advertiser, User specifically acknowledges and agrees that Affiliates.one has no control over any content that may be available or published on any publisher Site (or otherwise), and that User is solely responsible (and assumes all liability and risk) for determining whether or not such content is appropriate or acceptable to User.
No Warranties. THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. AFFILIATES.ONE PROVIDES THE SITE AND THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES OR THE SITE (INCLUDING ALL INFORMATION CONTAINED THEREIN), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. AFFILIATES.ONE DOES NOT WARRANT THAT YOUR USE OF THE SITE AND THE SERVICES WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE SITE OR THE SERVICES WILL BE CORRECTED. AFFILIATES.ONE DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE SITE OR THE SERVICES.
Beta Features. From time to time, Affiliates.one may offer new “beta” features or tools with which its users may experiment on the Services. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Affiliates.one’s sole discretion. The provisions of this Disclaimer of Warranty section apply with full force to such features or tools.
10. Limitation of Liability.Incidental Damages and Aggregate Liability.
IN NO EVENT WILL AFFILIATES.ONE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF AFFILIATES.ONE KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL AFFILIATES.ONE’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE SITE, EXCEED THE NET AMOUNT PAID BY AFFILIATES.ONE TO USER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE RELEVANT CLAIM, OR, IF NO AMOUNT HAS BEEN PAID, THE AMOUNT OF $100USD.
No Liability for non-Affiliates.one Actions.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AFFILIATES.ONE BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER REGISTERED USERS OF THE SERVICES . THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.
Information Verification. Affiliates.one and its contractors may use various ways of verifying information that users have provided. However, none of those ways are perfect, and you agree that Affiliates.one and its contractors will have no liability to you arising from any incorrectly verified information.
11. Indemnification.You agree to indemnify, defend and hold harmless Affiliates.one, its officers, members, managers, directors and employees, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of or from (a) your use of or inability to use the Site or Services (b) your violation of any terms of this Agreement or your violation of any rights of a third party, or (c) your violation of any applicable laws, rules or regulations. Affiliates.one reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Affiliates.one in asserting any available defenses.
12. Complaints / Law Enforcement Contact.We urge you to report any violations of this Agreement that come to your attention. To resolve a complaint regarding the Site or the Services, contact customer service at support@Affiliates.one. Law enforcement officials may send correspondence (such as subpoenas, court orders and warrants) to: VibrantAds LLC - General Counsel, 39180 Liberty Street Suite 220, Fremont, CA 94538 or UpstartDNA Co., Ltd. at 6F., No.16, Ln.120, Sec.1, Neihu Rd., Neihu Dist., Taipei City 114, Taiwan, or contact its General Counsel at legal@Affiliates.one.
If you are a consumer living in the European Union and you have a complaint, you can also go to the Online Dispute Resolution platform, a service provided by the European Union, which provides an interactive website where you may submit your complaint should you be dissatisfied with our response and attempts to resolve your issue.
14. Term and Termination.This Agreement will become effective upon your acceptance of the Agreement by your use of the Site or the Services and will remain in effect in perpetuity unless terminated hereunder. Either you or Affiliates.one may terminate your account at any time, for any reason or no reason, without explanation, effective upon sending written notice to the other party. Affiliates.one reserves the right to immediately suspend or terminate your access to any of the Services, without notice, for any reason or no reason. We also reserve the right to remove your account information or data from our Services and any other records at any time at our sole discretion. Any fees paid hereunder are non-refundable and non-cancelable. You may terminate your account by following the instructions on the Site, or by sending a notice of cancellation to: support@Affiliates.one. Upon termination of the User’s account, User’s right to use the Service will immediately cease and User will remove all Affiliates.one code from User’s Mobile Properties. Following any termination of any Registered User’s use of the Service, Affiliates.one reserves the right to send a notice thereof to other Registered Users which whom you have corresponded. The termination or expiration of this Agreement shall not affect any of the provisions of this Agreement which are expressly or by implication to come into or continue in force after such termination or expiration, including Sections 3, 10, 11 and this Section 14 (and provision hereof required to implement or establish the meaning of the provisions of such Sections).
16. Representations and Warranties.If User is a publisher, User represents and warrants to Affiliates.one that (i) User is the owner of each Mobile Property User designates in connection with the use of Services or that User is legally authorized to act on behalf of the owner of such Mobile Property for the purposes of this Agreement, and (ii) User has all necessary right, power and authority to enter into this Agreement and to perform the acts required of User hereunder. User further represents and warrants to Affiliates.one that each of User's Mobile Properties and any material displayed therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (c) are not hate-related in content. If User is an advertiser, User represents and warrants to Affiliates.one that (i) User is the owner of each advertisement User designates in connection with the use of Services or that User is legally authorized to act on behalf of the owner of such advertisement for the purposes of this Agreement, and (ii) User has all necessary right, power and authority to enter into this Agreement and to perform the acts required of User hereunder. User further represents and warrants to Affiliates.one that each of User's advertisements and any material displayed therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; (c) are not hate-related in content and (d) are free from viruses and any other contaminants of any nature whatsoever.
17. General Provisions.Controlling Law and Jurisdiction.
You agree that California law (without giving effect to its conflicts of law principles) will govern this Agreement, the Site and the Services and that any dispute arising out of, from, or relating to this Agreement, the Site or the Services will be subject to the exclusive jurisdiction and venue of the federal and state courts located in the Northern District of California. You acknowledge and agree that any violation of this Agreement may cause Affiliates.one irreparable harm, and therefore agree that Affiliates.one will be entitled to seek extraordinary relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that Affiliates.one may have for a breach of this Agreement.
18. No Third Party Beneficiaries.You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
19. Non-US Users.If you are not located in the United States of America then the following provisions shall apply.
(a) Section 1 (Eligibility) shall be deleted and replaced with:
Minimum Age. – If you are an individual person you must be at least 18 years old to use the Site and to register for the Services. By using the Services, you represent and warrant that you are at least 18 years old.
(b) Section 18 (General Provisions), first paragraph (Controlling Law and Jurisdiction.) shall be deleted and replaced with:
Jurisdiction. – The Irish courts will have exclusive jurisdiction over any claim, dispute or difference between you and us (including non-contractual disputes or claims) arising from, or related to, a visit to Site, use of the Services, any material published or uploaded to the Site, or otherwise arising from or relating to the Site, the Services or this Agreement.
Applicable Law. – This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland.
(c) Non Excluded or Limited Liability – Notwithstanding any other provision of this Agreement, nothing in this Agreement excludes or limits any liability which cannot by applicable law be excluded or limited.