This Agreement is made the day set out below by and between:
1. Pulseroll Limited, Company No 10306494, a company incorporated in and according to the law of England whose registered office is at Unit 11 Redbank Court, Manchester, M4 4hf, United Kingdom, M4 4HF, hereinafter referred to as “Pulseroll”, and
2. “You” or “the Publisher”
A. Pulseroll has developed and operates a service, which allows You to earn money by placing a link on Your website to one or several websites, connected to Pulseroll.
B. In order to use the service You must accept the conditions of this Agreement and become authorised as an “Publisher”. Please read this Agreement carefully. By clicking on the “Register” button You accept the conditions of this Agreement. You are not allowed to use the service if You do not accept the provisions of this Agreement.
C. You must be accepted by Pulseroll and the company to whose Publisher Program You would like to be registered before you can become a Publisher. You will be informed through Pulseroll’s website www.pulseroll.com when You have been accepted as a Publisher.
D. Pulseroll comply with UN and EU sanctions and do not make publisher payments in accordance with such prevailing sanctions. Pulseroll´s publisher support teams check and block such payments and delete such transactions.
Now therefore, You hereto agree to the following binding terms of the agreement.
The following terms when used in this Agreement shall have the following meanings:
1.1. “Linked Website” – means a Website to which the Publisher has placed a link on his website and which is connected to a Publisher Program registered at Pulseroll.
1.2. “Visitor” – means any person who clicks on a link placed on the Publisher’s website and thereby is connected to a Linked Website.
1.3. “User” – means a registered Visitor of Your website. “User data” means personally identifying data about the User
1.4. “Click” – means a click by a Visitor on a link on the Publisher’s website serving a Linked Website to the Visitor’s browser.
1.5. “Cross-device tracking” – means Pulseroll´s tracking technology to link together Visitor´s online behaviour, Traffic and profiles from various devices used by the Visitor.
1.6. “Lead” – means a Visitor who is connected to a Linked Website by the Publisher and who has completed a definite act at the Linked Website, for example made a registration as a user.
1.7. “Transaction/sale” – means a Visitor who is connected to a Linked Website by the Publisher and who has completed an agreement to buy a product, service or anything else supplied on the Linked Website.
1.8. “Traffic” – is a collective term for valid Clicks, Leads and Transactions/sales.
1.9. “Artificial Traffic” – is a collective term for invalid Clicks, Leads and Transactions, which may originate (for example and without limitation) from: automatic openings and/or redirects, spiders, robots, adware and/or spyware, requests in e-mail or chat rooms, script generators, placing links on other websites than informed, the automated redirection of visitors from mistyped or misspelled domain names, Clicks which are not generated by a browser, Clicks which are not preceded by an active act of a Visitor who wants to reach a certain website.
1.10. “Publisher Program” – is a program owned and operated by Pulseroll which the Publisher can join.
1.11. Words denoting the masculine gender include the feminine and other genders and words denoting the singular number only shall include the plural and vice versa.
2. The Service
2.1. The Publisher is allowed to place links on his website to websites which have a Publisher Program registered at Pulseroll
2.2. The Publisher is allowed to place links in emails to websites which have a Publisher Program registered at Pulseroll if allowed in client´s program rules available at www.pulseroll.com. Some clients do not accept mail marketing. It is the responsibility of the publisher to comply with all clients´program rules.
2.3. The Publisher Program may be amended or terminated at any time. Information about the Publisher Program will be available on Pulseroll’s website, www.pulseroll.com. The Publisher must keep himself informed of any amendments of Publisher Programs, in particular if the Publisher Program is terminated or changed the conditions for remuneration to Publishers. The Publisher must comply with the requirements of the Publisher Program including in particular any stipulations as to the nature and content of the Publisher’s website and the use of third party or other Publishers trade marks and logos.
2.4. Pulseroll reserves the right to modify, amend, change or terminate Pulseroll’s service. The Publisher will be notified of all such changes by e-mail or by an announcement on Pulseroll’s website. If the Publisher does not accept the changes the Publisher must immediately cease to use the service and delete all links to Linked Websites.
2.5 “Pulseroll Materials” include any legal materials, documents, contracts, software, products, web links, promotional material, email, information, partial Pulseroll Material or any other materials provided by Pulseroll®, the Site or any Pulseroll service in any way. Pulseroll retains complete ownership and all rights to the Pulseroll® Materials. You do not have the right to use or change any of the Pulseroll Materials without prior written consent of Pulseroll. You do not have the right to use any Pulseroll Materials for third party or competitive use. All use of Pulseroll Materials, with or without prior written consent, will cease after termination of this agreement.
3. Obligations of the Publisher
3.1. The Publisher is solely responsible for his website and its contents and shall ensure that they conform at all times to all applicable laws and regulations.
3.2. The Publisher hereby undertakes to comply with all applicable EU- and national laws and regulations in force from time to time including, but not limited to, the EU-directive 2002/58/EC.
3.4. If the Publisher is a private individual, he must be at least 18 years of age. If the Publisher has not reached the age of 18 a parent must give his consent to the registration to Pulseroll’s service and the registration of a Publisher below the age of 18 without parental consent will be ineffective.
3.5. The Publisher warrants that the information furnished to Pulseroll about himself and his website is correct, complete and sent in due order and that the information corresponds to actual facts. The Publisher must notify Pulseroll immediately of any changes in the information by updating the information about him on Pulseroll’s website. If the Publisher is a limited company Pulseroll must be provided with the Publisher’s full registered name, company registration number, registered office, trading address if different and VAT number if registered.
3.6. The Publisher warrants either that the rights to all information and content on the Publisher’s website belong to the Publisher or that the owner of the rights to the information and content on the Publisher’s website has given his explicit permission to their publication there. The Publisher also warrants that the information and content on the Publisher’s website do not infringe any rights of third parties, including Intellectual Property Rights, and that such information and content is not offensive, prohibited or questionable in any way. Examples of such content are, but not limited to, pornography, racism and hate content, Peer2Peer and file sharing.
3.7. The Publisher must not in any way generate or contribute to generating Artificial Traffic to Linked Websites.
3.8. The Publisher must notify Pulseroll immediately of any known or suspected improper or wrongful use of the Publisher’s links to Pulseroll’s website and/or a Publisher Program or of Pulseroll’s service in any way whatsoever.
3.9 The Publisher is solely responsible for all content development (and its cost) on his web site.
3.10 You may be given or obtain access to non-public information of Pulseroll that Pulseroll considers to be of a confidential, proprietary, or trade secret nature, including, but not limited to, customer information, pricing, financial and operational information, business information and marketing information, in whatever form or media, whether or not marked as confidential (collectively “Confidential Information”). You agree not to use any Confidential Information disclosed to you by Pulseroll for your own use or for any purpose other than to carry out your obligations under this Agreement. You will not disclose any Confidential Information to third-parties or to your employees or agents, other than employees and agents who are required to have the information in order to carry out your obligations under this Agreement. You agree to notify Pulseroll immediately and in writing of any misuse or misappropriation of Pulseroll’s Confidential Information, which may come to your attention and to return Pulseroll’s Confidential Information upon the request of Pulseroll. Confidential Information shall not apply to: (a)
information that is or becomes a matter of public knowledge through no fault of or action by you, (b) information that prior to disclosure was rightfully in your possession as a result of disclosure by a third-party under no obligation or restriction of confidentiality, (c) information that, subsequent to disclosure, is rightfully obtained by you from a third-party under no obligation or restriction of confidentiality, and (d) information that is independently developed by you without use, knowledge or access to the Confidential Information of Pulseroll.
3.11 Upon Pulseroll’s request (and upon termination of this Agreement), you will deliver to Pulseroll all Confidential Information, memoranda, notes, records, drawings, manuals, disks, or other documents and media pertaining to Pulseroll’s business including all copies, extracts, summaries and analyses. You will delete all Pulseroll electronic materials such as creatives.
3.12 No press releases mentioning your affiliate program participation may be made without prior written consent of Pulseroll to a release being made. You will provide a copy of any press releases to Pulseroll.
3.13. You agree to conduct yourself with due regard to public conventions and morals and agree that you will not do or commit any act or thing that will tend to degrade Pulseroll or bring it into public hatred, contempt, scorn or ridicule or that will tend to shock, insult or offend the community or ridicule public morals or decency. Further, you will not market Pulseroll’s Site or products using illegal, unethical, or misleading methods, or through inaccurate content.
4. Obligations of Pulseroll
4.1. Pulseroll undertakes to monitor and register the Traffic generated by the Publisher’s website to Linked Websites, in accordance with the service provided by Pulseroll.
4.2. Pulseroll will collect and pay to the Publisher all amounts due to him arising from this Agreement.
5.1. The conditions of remuneration for the Publisher Program are published on Pulseroll’s website and shall apply at all times. They are specified in the publisher program details in the publisher interface. The Publisher therefore agrees to “self-billing”, which means that Pulseroll will create the invoice on behalf of the Publisher. VAT (if applicable) is added to the remuneration shown on Pulseroll’s website.
5.2. Subject to clause 5.3, payment of accumulated remuneration to the Publisher shall be made in arrears following receipt of a ‘request for payment’ from the Publisher, provided that the Publisher has generated valid Traffic and that Pulseroll has received payment.
5.3. Payment of remuneration will only be made if the Publisher is due an amount of at least £50 and if Pulseroll has received full payment for these transactions. An amount due of less than £50 will be accumulated on the Publishers account. Accumulated amounts do not accrue any interest.
5.4. Nothing in this Agreement shall create or be deemed to create, a partnership or relationship of employer and employee between Pulseroll and the Publisher.
5.5. Payment to the Publisher will be made direct to the Publisher’s bank account. The Publisher must specify on Pulseroll’s website details of his bank account (including name and branch of the bank, sort code of the branch and the Publisher’s account number).
5.6. The Publisher is responsible for the payment of all tax and national insurance payable on any payments made to him by Pulseroll.
6. Limits on Pulseroll’s Liability
6.1. Pulseroll cannot guarantee or warrant the performance of Pulseroll’s service or the links to any linked websites.
6.2. Pulseroll shall not be liable for costs and damages incurred by the Publisher arising out of this Agreement unless caused directly by the negligence of Pulseroll in providing its service. Pulseroll shall not in any circumstances be liable for indirect or consequential damages and costs incurred by the Publisher for any reason whatsoever.
6.3. Pulseroll will not be liable for defects in the service, interruptions in the accessibility to the service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in Pulseroll’s service or for any damage caused by viruses or components to the service, the Publisher software and/or the Publisher’s website. Pulseroll shall not be liable for any error in the implementation of the links on the Publisher’s website or for the specified function of the links.
7. Terms and Termination
7.1. This Agreement shall come into force upon Your acceptance as a Publisher and shall remain in effect until terminated.
7.2. The Publisher is entitled to terminate this Agreement with immediate effect at any time. The Publisher must cease to use the service immediately upon the termination of this Agreement and delete all links to Linked Websites.
7.3. Pulseroll is entitled to terminate this Agreement and/or suspend the Publisher from Pulseroll’s service or from a certain company’s Affiliate Program if:
7.3.1. Pulseroll considers the Publisher or the content of his website inappropriate in any way.
7.3.2. The Publisher acts fraudulently or illegally in any way or the Publisher generates or tries to generate Artificial Traffic to Linked Websites or the Publisher in any other way breaches any of the provisions of this Agreement.
7.3.3. The Publisher does not comply with any law or regulation as set out in section 3.2
7.3.4. The Publisher has not generated any Traffic for a period of three (3) months.
7.3.5. Upon suspension of the Publisher from a particular company’s Affiliate Program, the Publisher shall immediately delete all links to that particular company’s website.
7.3.6. Upon termination of this Agreement, Pulseroll shall inform the Publisher immediately through Pulseroll’s website and the Publisher shall immediately cease to use the service and delete all links to Linked Websites.
7.3.7. The publisher is not allowed to perform security scan and/or penetration testing without the authorisation in writing of a Pulseroll’s representative, in any case the authorization given can be used only in the time range specified in the authorisation itself, or if this is not specified it can be used only for a single continuative period of the maximum of seven (7) days from the date in which the authorisation is provided. The publisher will be reliable for any damage, loss or missed income from Pulseroll.
7.3.8. The publisher shall not use any kind of scripting and/or automation to access to the Pulseroll website and/or Pulseroll interface, this rule does not apply to Report API called using an authentication key in the URL and/or to other API services made expressly to be accessed through scripts and automation.
7.3.9. The publisher must use the APIs and interfaces provided by Pulseroll in a reasonable manner, the service should not be abused in terms of number of requests. Pulseroll has the solely decision of considering case by case if the number of request and the usage of the service is incommensurate for the specific Publisher, and if so Pulseroll reserve the possibility to limit and/or deactivate the publisher account.
8.1 The Publisher shall keep Pulseroll indemnified against any claims for damages or other claims for compensation arising from the contents of the Publisher’s website or any incorrect information given to Pulseroll by the Publisher. The Publisher shall also compensate Pulseroll for any other damages or costs caused by the Publisher’s improper, negligent or unauthorised use of Pulseroll’s service and technical problems or loss of data caused by the Publisher on Pulseroll’s website or on any website to which the Publisher is linked by Pulseroll.
9. Assignment of the Agreement
9.1 The Publisher may not assign or pledge his rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of Pulseroll. The Publisher agrees that Pulseroll may assign its rights and obligations under this Agreement and divulge or transfer information about the Publisher’s website, e-mail etc to any third party.
10.1 The Publisher consents to the publication of the Publisher’s name and web address etc at Pulseroll’s website and to Pulseroll sending newsletters etc to the Publisher’s e-mail address and using the information given by the Publisher for marketing purposes.
11.1. If any provision of this Agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary amendment of the Agreement in order to achieve the interests and objectives of the parties prevailing at the time of execution of the Agreement.
12. Intellectual Property Rights
12.1 Pulseroll owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the service or software necessary for the service. The Publisher does not acquire any rights or licences whatsoever under this Agreement other than to use links to Linked Websites on the terms of this Agreement.
13. Applicable Law
13.1. Pulseroll shall not be liable for the legality of Pulseroll’s service in countries other than the United Kingdom. The Publisher is solely responsible for the legality of the use of the service if the Publisher is registered to Pulseroll’s service from a country other than the United Kingdom or if the Publisher’s website is on a server in a country other than the United Kingdom.
13.2. This Agreement shall be governed by, and construed in accordance with the laws of England.
13.3. If any dispute arises out of this Agreement the Parties will attempt to settle it by mediation in accordance with the Model Mediation Procedure of the Centre for Dispute Resolution (‘CEDR’) or such other mediation procedure as the parties may agree in writing.
13.4. To initiate the mediation one Party must give notice in writing (‘the ADR Notice’) to the other Party requesting a mediation in accordance with this clause. The mediation is to take place not later 28 days after the giving of the ADR Notice. If there is any issue upon which the Parties cannot agree within 14 days after the giving of the ADR Notice, CEDR (or such other mediation body as the Parties may have agreed) will, at the request of either Party, decide the issue for the Parties, having consulted with them.