This Agreement is made and entered into by and between AppsDiscover Technologies Pvt. Ltd. ("AppsDiscover") and you,the terms and conditions contained in this Agreement apply to your participation withwww.appsdiscover.com(Publisher Program),you must read and accept these terms and conditions and submit an application which must identify the legal entity entering into this Agreement. By submitting your application you are agreeing that you accept these terms and conditions. Any parties that you may resell to, for use of AppsDiscover are your responsibility and are bound by these terms.
Enrollment of the Publisher
You must submit a Publisher application from our website. You must accurately complete the application to become an publisher (and provide us with future updates) 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, generally within three (3) business days. We may accept or reject your application at our sole discretion for any reason.
Obligations of the Parties
Subject to our acceptance of you as an publisher and your continued compliance with the terms and conditions of this Agreement, AppsDiscover agrees as follows:
We will make available to you via graphic and textual links to the Campaign and/or other creative materials (collectively, the "Links") which you may display on web sites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, "Media"). The Links will serve to identify you as a member of our publisher and will establish a link from your Media to the Campaign.
We will pay Publisher for each Qualified Action (the "Commission"). A "Qualified Action" means an individual person who (i) accesses the Campaign via the Link, where the Link is the last link to the Campaign, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by AppsDiscover and (v) is not later determined by AppsDiscover to be fraudulent, incomplete, unqualified or a duplicate.
We will pay you any Commissions earned monthly. We reserve the right to charge back to your account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.
Payment for Commissions is dependent upon Clients providing such funds to AppsDiscover, and therefore, you agree that AppsDiscover shall only be liable to you for Commissions to the extent that AppsDiscover has received such funds from the Clients. You hereby release AppsDiscover from any claim for Commissions if AppsDiscover has not received such funds from the Clients.
AppsDiscover shall generate an invoice on behalf of Publisher for all Commissions payable under this Agreement and shall remit payment to Publisher based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by AppsDiscover in its sole discretion. In the event that Publisher disputes in good faith any portion of an invoice, Publisher must submit that dispute to AppsDiscover in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Publisher does not dispute the invoice as set forth herein, then Publisher agrees that it irrevocably waives any claims based upon that invoice. In the event that Publisher is also tracking Qualified Actions and Publisher claims a discrepancy, Publisher must provide AppsDiscover with Publisher's reports within three (3) days after 30th day of the calendar month, and if AppsDiscover's and Publisher's reported statistics vary by more than 10% and AppsDiscover reasonably determines that Publisher has used generally accepted industry methods to track Qualified Actions, then AppsDiscover and Publisher agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then AppsDiscover's numbers shall govern.
Publisher also agrees to:
Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.
Ensure that all materials posted on your Media or otherwise used in connection with the Publisher Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that AppsDiscover informs you that it considers objectionable (collectively, "Objectionable Content").
Not make any representations, warranties or other statements concerning AppsDiscover or Client or any of their respective products or services, except as expressly authorized herein.
Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links.
Comply with the terms, conditions, guidelines and policies of any third party services used by Publisher in connection with the Publisher Program, including but not limited to, email providers, social networking services and ad networks.
Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Publisher Program and the provision of such personally identifiable information to AppsDiscover and Clients for use as intended by AppsDiscover and Clients.
Always prominently post and make available to end-users any terms and conditions in connection with the Campaign set forth by AppsDiscover or Client, or as required by applicable laws regarding such Campaigns.
Confidentiality
Except as otherwise provided in this Agreement or with the consent of AppsDiscover, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our Publishers provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Publisher Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Publisher shall not use any information obtained from the Publisher Program to develop, enhance or operate a service that competes with the Publisher Program, or assist another party to do the same.
Limited License & Intellectual Property
We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Publisher Program .
You may not alter, modify, manipulate or create derivative works of the Links or any AppsDiscover graphics, creative, copy or other materials owned by, or licensed to, AppsDiscover in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Publisher Program. 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 AppsDiscover's trademarks, service marks, copyrights, patents or trade secrets. You agree that AppsDiscover may use any suggestion, comment or recommendation you choose to provide to AppsDiscover without compensation. All rights not expressly granted in this Agreement are reserved by AppsDiscover.
Termination
This Agreement shall commence on the date of our approval of your Publisher Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Publisher Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Campaigns or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Campaigns or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all AppsDiscover or Client intellectual property, and will cease representing yourself as a AppsDiscover or Client Publisher for such one or more Campaigns. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
Remedies
In addition to any other rights and remedies available to us under this Agreement AppsDiscover reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) AppsDiscover determines that you have violated this Agreement, (ii) AppsDiscover receives any complaints about your participation in the Publisher Program which AppsDiscover reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Publisher Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, AppsDiscover reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
Fraud
You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other Publishers or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Publisher Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. AppsDiscover shall make all determinations about fraudulent activity in its sole discretion.
Representations and Warranties
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, AppsDiscover represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to AppsDiscover's own business operations or AppsDiscover's proprietary products or services.
Modifications
In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email or post a notice on AppsDiscover’s website. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. In addition, AppsDiscover may change, suspend or discontinue any aspect of an Campaign or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Publisher agrees to promptly implement any request from AppsDiscover to remove, alter or modify any Link, graphic or banner ad that is being used by Publisher as part of the Publisher Program.
Mutual Indemnification
Publisher hereby agrees to indemnify, defend and hold harmless AppsDiscover and Clients and their respective subsidiaries, Publishers, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Publisher herein, (ii) any misuse by Publisher, or by a party under the reasonable control of Publisher or obtaining access through Publisher, of the Links, Campaigns or AppsDiscover or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links).
AppsDiscover hereby agrees to indemnify, defend and hold harmless Publisher and its subsidiaries, Publishers, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that AppsDiscover is not authorized to provide you with the Links.
Disclaimers
THE PUBLISHER PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO PUBLISHER "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, APPSDISCOVER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. APPSDISCOVER DOES NOT WARRANT THAT THE PUBLISHER PROGRAM OR LINKS WILL MEET PUBLISHER'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PUBLISHER PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. APPSDISCOVER EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. APPSDISCOVER DOES NOT GUARANTEE THAT PUBLISHER WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
Limitation of Liability
IN NO EVENT SHALL APPSDISCOVER BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF APPSDISCOVER. IN NO EVENT WILL APPSDISCOVER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT APPSDISCOVER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. APPSDISCOVER'S CUMULATIVE LIABILITY TO Publisher, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO Publisher BY APPSDISCOVER IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.