1.1 Affboom.com is a network exchange platform that serves as a marketplace through which Advertisers purchase online traffic, clicks, calls, views, actions, leads, sales, or conversions, by determining in Insertion order (in further text: IO) the specifications of campaign and billing model, i.e. which Services are performed for the Advertiser by independent Publishers registered on Affboom.com. The Publisher can create only one account on Affboom.com.
1.2 By using Affboom.com, the Publisher agrees to be bound by the following terms and conditions and that these Terms and Conditions (in further text: T&C) are enforceable like any signed written contract.
1.4 In case particular campaign set out in any Offer had expired and the parties have not terminated their cooperation, provisions of this Agreement and that particular Offer shall remain in effect and binding until the cancellation or termination of this Agreement.
2.1 The following terms identified in this T&C and the Insertion order(s) shall have the following definitions:
a. Affboom.com: Koolbanq Limited doing business as Affboom.com through its website (Affboom.com), is a Hong Kong limited liability company with registered address at Unit 1304, New East Ocean Ctr, 9 Science Museum Rd, TST, Kln, Hong Kong.
b. Advertiser: an individual or a company using Services on Affboom.com
c. Services: digital advertising based on Offers listed on Affboom.com
d. Transactions: leads, conversions, clicks, calls, views, leads, sales, mails, etc.
e. Fee per transaction: Fee per each transaction as defined in Offer
f. Advertising material: any material used to promote a brand, products or services such as ads, ad banners, badges, buttons, text links etc.
g. Insertion order: specification of Services the Advertiser requests by defining campaign elements including websites, countries, rates, caps, restrictions, billing model, bank details, etc., that can be delivered and modified via email or or Telegram Skype and that will be effective 48 hours upon delivering. In order to be effective, IO needs to be approved by Affboom.com. Affboom.com has sole discretion not to accept any IO it finds not to be complied with this T&C or which in Affboom.com’s sole discretion is not suitable and/or appropriate for publication.
h. Offer: offer for providing Services made by Affboom.com for the Advertiser with campaign details specified in Advertiser’s IO. IO. Affboom.com is entitled to change the elements of the Offer at any time.
i. Billing period: 14 days interval, if contracting parties have not agreed otherwise
j. Billing models: a) CPA (cost per action) a type of billing involving a fee for all leads or conversions delivered through Affboom.com to Advertiser’s content by the Publisher; b) CPC (cost per click) a type of billing involving a fee for click-throughs to a landing page or a website of Advertiser’s choice; c) CPS (cost per sale) a type of billing involving a fee for all sales achieved through Publisher’s efforts; d) CPV (cost per view) a type of billing involving a fee for all user views or visits to a website; e) PPC (pay per call) a fee for traffic that goes through to an offer via telephone call or any digital chat action; f) CPM (cost per mili) a fee for every 1.000 impressions generated from a traffic source as identified in IO; g) RevShare a type of billing program where there is an allocation of profits from a Campaign between parties in percentage determined in IO or Offer.
k. Billing number: total number of transactions during the Billing period
l. Publisher: an individual or a company providing Services on Affboom.com
m. Traffic: online data sent, transmitted or received by users or visitors to a landing page or website whether derived from computers, mobile devices or any other physical or electronic device or application.
n. Campaign: Services being provided to an Advertiser through Affboom.com by the Publisher
o. Payment terms: Net 15 (due day is 15 days upon receiving the invoice or any other interval set in Offer)
p. CAP: a limit placed on Services by the Advertiser with 48 hours prior notice by stipulating maximum sales, clicks, calls, etc., made in a certain period of time.
q. Third parties: any individual or entity that might be affected by this Agreement or performed Services
r. TBA = to be announced: Sole discretion of the Advertiser to set elements of the Campaign where stipulated.
s. Minimum invoice value: 500 USD
3.1 All Services as specified in Insertion order shall be performed by independent Publishers registered on Affboom.com. Affboom.com implements policies and procedures in order to make best efforts to accept only Publishers who will perform ordered Services in accordance with all applicable laws, regulations and accepted bona fide practice and guidelines as amended from time to time, without misleading Third parties. The Publisher shall not violate any right of Third parties such as but not limited to privacy, and intellectual property. Services shall not include content that is false, deceptive, misleading, untruthful and unsubstantiated. The Publisher shall be solely responsible for all consequences arising out of non-compliance with these responsibilities. Advertiser waives any claim toward Affboom.com for all and any damage that Advertiser or Third parties suffered from Publisher’s non-compliance with these responsibilities.
3.2. The Advertiser is solely responsible for all Advertising material regardless if such materials have been developed by the Advertiser or by the Publisher upon Advertiser’s request. Affboom.com may, in its discretion, reject any Ads and Ad Content that are not in accordance with its policies or specifications, or which are offensive or violate any regulation. Advertiser, the Ads or Ad Content shall not violate any rights of any third parties, such as but not limited to privacy and intellectual property. Ads or Ad Content shall not include content that is false, deceptive, misleading, untruthful and unsubstantiated or otherwise fail to comply with applicable laws, regulations, accepted bona fide practice and guidelines as amended from time to time. The Advertiser shall be solely responsible for all consequences arising out of non-compliance with these responsibilities and the Advertiser undertakes to indemnify and hold harmless Affboom.com from any claim arising from non-compliance with these responsibilities and the Publisher waives any claim toward Affboom.com for all and any damage that the Publisher or Third parties suffered from Advertiser’s non-compliance with these responsibilities. In addition, the Publisher shall not provide Services for Advertising material that are not in compliance with this article, but if so Affboom.com shall not be responsible for any damage that might occur.
3.3 The Advertiser may order e-mail advertising campaigns only to addressees or recipients who have previously accepted to receive such emails at the e-mail address to which the email was sent.The Advertiser shall provide Affboom.com with evidence of such acceptance within 24 hours upon request. The Advertiser is fully responsible for all complaints, claims, or losses related to email campaigns and the Advertiser shall respond to all such complaints within 48 hours of notification from any recipient or other party on recipient’s behalf. The Advertiser will ensure that each email message includes clear and conspicuous notice of the recipient’s right to opt-out of receiving future commercial messages from the Advertiser. The Advertiser agrees to deliver suppression list for each email campaign to Affboom.com upon request.
3.4 Affboom.com takes a zero-tolerance stance against sending of unsolicited messages, commonly known as spam. Any Publisher that sends out spam will have their connection to Affboom.com permanently terminated. All transactions that originate from the Publisher shall comply with all applicable local laws as well as with other traffic regulations.
3.5 Affboom.com does not guarantee the quantity, quality, placement, positioning or the timing of delivery of any Services, but hereby undertakes to perform all reasonable efforts to supply the Services that Affboom.com performs in the agreed manner. The Publisher is solely responsible for all Services that they perform in the agreed manner.
3.6 Upon accepting Advertiser’s IO, Affboom.com shall publish an Offer based on that IO on Affboom.com. All registered Publishers can advertise Advertising material according to details specified in that particular Offer.
3.7 The Publisher acknowledges that they are an independent contractor and that registering on Affboom.com does not put them in the position of an employee or any kind of partnership with Affboom.com. The Publisher is not entitled to present himself as a representative of Affboom.com.
3.8. The Advertiser is entitled to put a Cap on Services. Any transaction made after reaching the CAP cannot be invoiced and shall not be paid.
4.1 Affboom.com shall use best efforts to resolve any technical problems that might occur in connection to Affboom.com, but is not liable for any damage suffered by the Advertiser, Publisher or third parties, that occur as a consequence or in relations to such problems.
4.2 Affboom.com does not warrant that the Advertiser, Publisher or third party will be able to access Affboom.com at any particular time, but Affboom.com will perform best efforts to enable such access.
5.1 The Advertiser shall place Affboom.com’s tracking pixel or other tracking technologies for the purpose of monitoring performance of any campaign and calculating billing numbers. The Advertiser is also obligated to inform Affboom.com about all transactions that occur in the last billing period within 24 hours After the billing period has ended. Upon receiving this information from the Advertiser, Affboom.com shall inform the Publisher about the billing numbers for previous billing period. Based on this billing number the Publisher will issue an invoice to Affboom.com. The Publisher is entitled to dispute billing numbers in additional 24 hours if they can prove without a doubt that billing number from Affboom.com is not correct. If the Advertiser accepts Publisher’s billing numbers, Affboom.com will inform the Publisher who is entitled to issue invoice based on billing numbers the Advertiser accepted. In addition, fraudulent transactions may be disputed within 20 days from payment of invoice and charged back if complete fraud report including click id and evidence of fraud are provided.
5.2 Affboom.com shall pay the invoice to the Publisher within 15 days or any other interval set by contractual parties from receiving the invoice.
5.3 Invoicing shall be made if minimum invoice value is reached by multiplying fee per transaction by billing number for the billing period, including all applicable taxes. The Publisher shall not issue invoice until the minimum invoice value is reached.
5.4 If Advertiser refuses or fails to pay for Services to Affboom.com for any reason within 30 days as of the maturity date, Affboom.com is relieved of obligation to pay for those Services to the Publisher or is entitled to have a charge back if they have already paid to the Publisher. In such case, Affboom.com shall assign to the Publisher all its rights towards the Advertiser with respect to those Services.
5.5 All amounts to be paid by Affboom.com to the Publisher for provision of services are inclusive of all taxes that are to be calculated in accordance with the applicable law. If in accordance with the applicable law Affboom.com is required to calculate and withhold and pay for the Publisher any income tax or other tax, then Affboom.com shall pay to the Publisher the due amount reduced for the amount of withholding tax it has to pay to the relevant authority. Each Party shall bear their banking costs.
6.1 The Publisher warrants that they have legal capacity and authority to enter into this Agreement.
6.2 The Publisher covenants that they shall not enter in any arrangement or business relationship with any of the Advertisers working with Affboom.com, and if so the Publisher is obliged to pay Affboom.com contractual penalty in the amount equal to Affboom.com’s profit for the preceding 6 months generated from all campaigns for that Advertiser. The provisions of this Article shall remain in force 1 year after the termination of the Agreement.
7.1 Either party may terminate this Agreement for any reason by providing the other party with 48 hours prior written notice.
7.2 Affboom.com may terminate this Agreement without giving prior notice if there is an indication of Publisher’s breach of any of the clauses of this Agreement.
7.3 Upon termination, Affboom.com will deny the Publisher access to Affboom.com and terminate all campaigns that might be in progress, without any further obligation or liability towards the Advertiser, Publisher or third parties.
8. CONFIDENTIALITY CLAUSE
8.1 The contracting parties are aware that during the implementation of this Agreement, they will obtain knowledge and information that may constitute a trade secret or other confidential information of the other Contracting Party (hereinafter: Confidential Information), so they agree that such Confidential Information is subject to a special regime and that the Parties have specific obligations, as described in this article.
8.2 Confidential Information includes but is not limited to: financial, economic, business, scientific, technical, technological, production data, formulas, processes, designs, photographs, videos, plans, studies, tests, research results, including formulas, drawings, plans, projects, prototypes, examples, elements, and components of Affboom.com products and services, performance reports, client lists, price data, studies, findings, inventions, ideas, plans, schemes, sketches, specifications, parts lists, databases, software in any form, diagrams, algorithms, data on processes and procedures, about employees, associates, as well as other data that are declared by the Affboom.com’s act as a trade secret as well as other business and technical data.
8.3 The Parties shall treat all Confidential Information that they receive in the course of and in connection with the implementation / realization / performance of the Agreement as protected and confidential. Confidential Information that one Party discloses to another is owned by the Party which provided this Confidential Information.
8.4 Confidential Information that one Party (hereinafter referred to as “Data Provider”) discloses to another (hereinafter referred to as “the Data Recipient”) shall remain confidential and shall be used only for the purpose for which it is intended and for the purposes of the implementation of this Agreement. In this case, the Data Recipient is obliged to use confidential data with the same care as his Confidential Information (but not with less attention that good businessman has), and the disclosure of such data to the employees of the Data Recipient is limited to those who “need to know them”. Such data shall not be used for any other purpose without the prior approval of the Data Provider unless:
1) these data are public at the time of disclosure or become public, but not due to the Data Recipient’s error, or 2) these data were known to the Data Recipient prior to disclosure, which can be confirmed based on the written record of the Data Recipient, or 3) these data are legally obtained from a third party and are not subject to confidentiality provisions, or 4) The Data Recipient independently developed (by staff who did not have access to these Data), which can be confirmed based on the written record of the Data Recipient, or 5) it is necessary that such Data be disclosed on the basis of the law, including the relevant requests of state authorities, the court order or the order of the competent authority, provided that the Data Recipient of such request immediately informs the Data Provider. In this case, the Data Recipient is obliged to immediately notify the Data Provider of such request as well as to assist him in taking part in any proceedings in order to prevent the disclosure of such data.
8.5 Unless otherwise provided by the Agreement, no Party shall disclose the content of the Agreement, including documents which are an integral part thereof or its amendments, to any third party without the prior written consent of the other Party.
8.6 The provisions of this Article shall remain in force even after the termination of the Agreement.
9.1 All communication between parties shall be done via Skype or Telegram or email addresses stipulated in Offer.
9.2 Delivery will be deemed executed if the email is not returned to the sender’s address as not delivered.
10.1 Affboom.com is entitled to include Advertiser’s name in any advertisement, publication or promotional material without the need to ask for further permissions or pay any fees.
10.2 In the event of any dispute between parties arising from or in connection with the Agreement Should a mutual agreement fail to be reached, parties agree to be subjected to exclusive jurisdiction of the Hong Kong court, and laws of Hong Kong Special Administrative Region as governing. If any litigation, arbitration, mediation, debt collection is needed, the Publisher shall bear all the costs of such proceedings including attorney’s expenses.
10.3. If a court or any other competent body determines that any provision of the T&C was or became null and void, ineffective or unenforceable, the same shall be isolated from the T&C, which shall remain in effect in its remaining part, having legal effects for all parties and/or any third party. If one or more provisions of the T&C become invalid, Affboom.com undertakes to replace immediately the null and void, ineffective or unenforceable provisions with another, with a view to legally accomplish the same or similar purpose and/or intention of the null and void, ineffective or unenforceable provision, having in mind expressed intention and interests.
10.4 No term or condition of this agreement shall be deemed waived and no breach excused unless such waiver or consent excusing the breach is in writing and signed by both parties.
10.5 Any translation of these terms into another language shall be deemed as reference and the English version shall prevail in any case.
11. PROMOTIONAL METHODS
11.1 NO INCENTIVISED TRAFFIC. Users that Publishers refer to Affboom.com’s offers cannot be given incentives to convert including, but not limited to, cash or monetary rewards, loyalty points or gifts, unless explicitly authorized for the specific campaign by Affboom.com.
11.2 NO ADWARE/ SPYWARE/ TOOLBAR TRAFFIC. Publishers must not use any adware software, browser helper object or toolbar to promote our offers.
11.3 NO FRAMING. Publishers may not frame our sites inside another site for any purpose.
11.4 NO UNAUTHORISED CREATIVES. Publishers may not use custom creatives (banners, gifs, flash animations) with content that is false, deceptive, misleading, untruthful and unsubstantiated or otherwise fail to comply with applicable laws, regulations, accepted bona fide practice and guidelines.
11.5 NO UNAUTHORISED PRELANDERS. Publishers may not use advertising materials, including imagery that is false, deceptive, misleading, untruthful and unsubstantiated or otherwise fail to comply with applicable laws, regulations, accepted bona fide practice and guidelines.
11.6 NO AUTO-SUBSCRIPTIONS. Publishers are not allowed to generate subscriptions automatically by subscribing unaware users without their clear concession.