Standard Terms & Conditions on Relations with Publishers

1.   Background


1.1 These Standard Terms and Conditions (“STC”) are made by and agreed between Valluate Media Inc. doing business as “Tractas Network”, located at 1001 One Global Place, 25th St., Bonifacio Global City, Taguig, and You (hereinafter referred to as “Publisher”).


1.2 Publisher must accept these STC and also be accepted by Tractas, in order to use Tractas’ services and Affiliate Interface (“AI”) by selecting the accept mark on the AI’s registration page. Upon account approval to AI. Publisher agrees to abide by this whole STC.


1.3 Publisher shall conduct a marketing campaign on behalf of Tractas Network on a non-exclusive basis, to promote the download, installation, or any action required by each offer to fire the conversion pixel listed inside the AI (Affiliate Interface) located at Subject to Publisher's compliance with the terms hereof, Tractas shall make payment to Publisher of the amount set forth under the heading "Offer Information" inside the AI or via communication on Email or Skype Messages. Publisher will not receive any amounts that result from Fraudulent Activity (as defined below), or in violation of law or the terms hereof.
1.4 On Mobile CPI Campaigns, the Publisher shall meet each offer’s KPI (Key Performance Indicator). Not reaching KPIs may result for the conversion/s not being paid.

1.5 The Purchase order shall be signed by both parties’ highest executives and shall include a company stamp. Failure to comply shall conclude the Purchase Order void.


2.   Reporting

2.1 All numbers in respect of the action, download and installation of the Offer for the purposes of billing and payment to publisher hereunder shall be based exclusively on the server to server logs and Advertiser's reporting system, which shall be conclusive. Advertiser will provide to the Publisher with online reports.

2.2 During the month, all reported payment numbers in the reporting system are not final until complete data have been updated. Final payable numbers will be reported by the 20th of every following month.

2.3 HARD KPI and CHINA OFFERS are not included in the reporting deadline. Due to the nature of these offers, numbers can only be confirmed once the Client has confirmed the numbers which may take 2 months or more. Upon running HARD KPI Offers, Publisher agrees that number confirmations may be delayed.

2.4 Upon detection of suspicious traffic, the network shall provide the publisher relevant findings using the Network’s Fraud Detection System of Choice. And the findings inside the Fraud Detection system shall conclude.


3.   Remuneration

3.1 Payment Invoice shall be provided by the Publisher with the correct amount of confirmed numbers. Invoices shall always Include Payment Information and the Publisher’s Account ID inside the AI. Publisher should also fill the correct Payment and Financial Details in the Account’s “Invoice Setting” (as shown in the Invocie) inside the AI.


3.2 Tractas monitors traffic sources and users' behavior, and has internal means of detecting fraud. In case of Fraudulent Activity or failure to comply with the KPI indicated, the network may deduct or withhold payments from Publisher, block Publisher's traffic or refuse to allow conversions of the Publisher or act in any way to protect the Advertiser's affairs, immediately and without any notice. Fraudulent Activity means any fraud on Advertiser, including without limitation any of the following: (a) suspicious downloads, installations or actions made to the Campaign; (b) automated and/or fraudulent clicks on any marketing materials for the Campaign; (c) Sending Incentivized traffic to Non-Incentivized Campaigns (d) Manual conversions and/or (e) promoting the Campaign in violation of any applicable law including, without limitation, any law or regulation prohibiting “spam” or other electronic messages. Tractas shall make payment only with respect to conversions located in the Targeted Countries, Devices, Operating Systems, Carriers, and Cities as determined by Campaign’s Description. Tractas shall not make any payment for conversions, downloads or installations that occur after the Campaign’s Expiration Date.

3.3 The amount of the Payment is based on performance and will always be an individual case. The type of business transactions entitling to the payment, shall depend on the respective Client’s Campaign. The Client may modify the Terms and Conditions of the campaign unilaterally.


3.4 A commission qualifies when a tracked conversion between Tractas’ Client and the Publisher has been recorded inside the AI. Tractas also has to have approved the Publisher’s Traffic and the Advertiser to have confirmed the conversion, and there has been no violation of these Terms and Conditions.


3.5 If the Client cancels any conversions, the Publisher cannot claim the commission in question. The Publisher will not receive any Payment in such case.


3.6 Tractas has the right to hold amounts owed to the Publisher against amounts owed by the Publisher to Tractas.


3.7 Tractas will only pay out the amounts that have been confirmed and paid by the Client to Tractas, to the Publisher in due time. If the minimum payment amount of $500 or its equivalent in another currency has not been reached, the amount will be transferred to the next billing period.


3.8 Tractas has the right to hold any amounts due to the Publisher with a proven record of fraudulent and/or suspicious traffic and shall be paid in due time. If the Publisher has no record of such case, Tractas shall remit the payment to the Publisher within Thirty (30) days after receiving a duly-prepared Invoice.


3.9 No interest on the balance in the Account will be paid.


4.   Key Performance Indicator (KPI)

4.1 KPIs are indicated inside the Offer’s Description and are always payment dependent.
Failure to reach KPIs and/or any fraudulent/suspicious activity made in order to reach Campaign KPI shall not be subject for payment.



5.   Cancellation

5.1 Either party may cancel the campaign and terminate this Agreement with 24-Hour notice. All provisions herein regarding Intellectual Property, Confidentiality, Representations and Indemnification shall survive the termination or expiration hereof. Tractas may terminate this Agreement at any time without notice if the network reasonably suspects in good faith that the Publisher has marketed or advertised the Campaign in violation of this STC, any law or regulation.



6.   Intellectual Property


6.1 Client or any 3rd party from which Tractas received a license to the Campaign has exclusive right, title and interest to the Campaign  and any marketing material provided to Publisher, and Publisher has no rights therein save the limited right to use marketing materials pursuant to the terms hereof. Publisher shall not use any marketing materials without network’s prior consent.


7.   Confidentiality


7.1 Any confidential information and/or proprietary data provided by one party (“Discloser”) to the other party (“Recipient”), including the Advertisement descriptions and the pricing of the Advertisement and the terms hereof, shall be deemed “Confidential Information” of the Discloser. Confidential Information shall not be released by the Recipient to anyone except an employee or agent that has a need to know same and that is bound by written confidentiality obligations at least as strict as those contained herein. Recipient shall not use any portion of Confidential Information provided by the Discloser for any purpose other than those provided for under the Agreement.



8.   Publisher Obligations


8.1 Publisher shall make every effort to uphold the highest ethical and commercial standards, and comply with all applicable laws. Publisher shall use commercially reasonable efforts to ensure that while distributing the Campaign, it is not used and/or placed in any context/placed on any internet/web page that harms the good will or reputation of the Campaign or Advertising Client or that disparages or brings Network into disrepute, including, but not limited to web sites that contain indecent, illegal, misleading, harmful, abusive, harassing, liable, defamatory or other offensive materials including inappropriate pornographic, sexual, racism, obscene, excessively profane, racist, ethnically offensive, threatening, infringing, excessively violent, libelous, gambling-related, or discriminatory activity etc. websites/content networks. Further, Publisher commits not to involve, advertise or distribute Advertiser’s files, banners, text links, software or any kind of related Advertiser’s content with incentivized traffic, p2p, adware, spywares, malware or any other kind software/online scripts. If Advertiser requests that its advertisements be removed from or not placed in any such context, Publisher will comply with such request promptly. Any change in the Creative by Publisher shall require the prior approval of the network. Publisher shall not make any reasonable effort to damage the brand, the network, its employees, its executive and its management. Failure to comply with these obligations shall void any financial obligations of the Company to the Publisher.


9.   Business Operations


9.1 Each party will make reasonable commercial efforts to keep its website and Affiliate Interface operational during normal business hours. However, the parties agree it is normal to have a certain amount of system malfunctions and agree not to hold each other for any of the consequences of such interruptions.




10. Indemnification


10.1 Upon Network’s first request Publisher shall defend, hold harmless and indemnify Network’s (and its directors, officers and employees) for any losses, costs, liabilities or third party claims resulting from or connected to the breach of the terms hereof by Publisher. Network shall (i) within reasonable time notify Publisher of any claim, and (ii) provide Publisher with reasonable information and cooperation in defending the claim. Publisher shall not settle any claim that affects Network’s rights without the prior consent of the Network. Network may be represented in any proceeding by counsel of its own choice at its expense.


11. Non-Circumvention


11.1 During the term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Publisher agrees that it will not do business directly or indirectly with any advertiser or other party that advertises through the Tractas network, or directly or indirectly solicit or induce such party to do business directly with the Advertiser. Publisher understands and agrees that this prohibition is a key consideration and inducement for Tractas to enter into this Agreement with Publisher, and to provide the services hereunder.


12. Non-Solicitation


12.1 The Publisher agrees that the network is not an employment agency and that each Party’s services are provided at great expens. Each Party agrees that during the term of this Agreement and for a period of one (1) year immediately following the date that such Party last performs any services for the other Party, that such Party shall not, directly or indirectly, for itself or on behalf of any firm, person, corporation or other entity, solicit, participate in or promote the solicitation of any of the other Party’s personnel to leave the other Party’s employ, and will not in any event hire or engage, whether as an employee, independent contractor, or otherwise, any of the other Party’s Personnel. Each Party acknowledges that it would be difficult to ascertain the damages that would be caused to the other if a Party violates this provision, therefore, each Party agrees to pay the other, as liquidated damages and not as a penalty, an amount equal to one (1) year salary for each of said personnel, for each violation of this provision by such Party.



13. General


13.1 This STC contains the entire agreement between the parties and supersedes all prior oral and written agreements between the parties. Publisher may not assign this agreement without the prior written consent of the Network, and any assignments in violation of the foregoing shall be void. This STC may be executed in two counterparts; each of which shall constitute an original and the two together shall constitute a single agreement.




14. Jurisdiction & Miscellaneous


14.1 This Agreement is governed by Philippine Law, without giving effect to conflict of laws principles. The courts of Taguig, Philippines shall have exclusive jurisdiction over any matter arising in connection with this Agreement. All appendices to this Agreement are an integral part hereof.