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TERMS AND CONDITIONS
This agreement (“Agreement”), is made the (“Effective Date”) between (“Media Partner”), with offices at Wedebeek Technology (“Client”), with offices 174 Chau Thi Vinh Te, My an, Ngu hanh son, Da nang. In consideration of the premises and promises set forth herein, and Client hereby agree as follows:
I. DEFINITIONS
(A) “Sale” shall mean self-reported data records and other information provided by a consumer that has submitted such information pursuant to a request on the Media Partner owned or affiliated website(s) set forth at the end of this paragraph. Such consumers shall not be under any obligation to purchase any product or service or participate in any program of Client. Client understands and agrees that in order to help protect and enforce Media Partner rights hereunder, a maximum of 1% of the Sales provided hereunder may be seeds.
(B) “Confidential Information” shall mean any non-public or proprietary information provided by one party to the other during the Term, including without limitation, information concerning the Websites’ or Media Partner products and services, financial affairs, partnerships, marketing plans or strategies, current or future business opportunities, technology, websites, customer relationships, and contact lists. For purposes of this Agreement, Confidential Information shall not include information the receiving party can document: (i) was or has become readily available to the public without restriction through no fault of the receiving party, its employees, or its agents; (ii) was received without restriction from a third party lawfully entitled to possess and disclose such information; (iii) was rightfully in possession of the receiving party without restriction prior to the other party’s disclosure of such information to the receiving party; or (iv) was disclosed pursuant to the written consent of the other party.
II. SERVICES; DATA USE
(A) Except as otherwise provided in the attached IO, Media Partner shall deliver Sales daily, if available, to Client in Excel, comma delimited format; however, Media Partner shall not be liable for any inability to regularly provide Sales to Client. Client understands and agrees that Sales have not been credit screened, scored, or pre-qualified.
(B) Client shall use any Sales provided hereunder, and any information pertaining to such Sales obtained as a result of this Agreement (whether received from Media Partner or from the consumer) (“Related Information”), only for the purposes of Client’s own marketing and at all times in compliance with compliance with EU data protection regulation. For purposes of this Agreement, Sales and Related Information shall be considered Confidential Information of Media Partner.
(C) Client shall not sell, license or otherwise transfer use, possession, right, title, or interest in or to such Sales or Related Information for any purpose whatsoever, unless Client is engaged in business as an advertising or marketing agency or reseller of consumer information, in which case, Client may resell each Sale only once. Client shall not copy, duplicate or reproduce in any manner the Sales and/or Related Information except as consistent with this Agreement.
(D) All marketing efforts, solicitations, advertising copy, and any other communications with consumers as a result of this Agreement shall be in a professional manner consistent with industry standards.
(E) Client shall use the Sales and/or Related Information at all times in compliance with: (i) all applicable national, and local laws, statutes, rules, regulations and ordinances,; (ii) all applicable privacy and data protection laws, rules and regulations; and (iii) all applicable regulations, rules and policies published by the Direct Marketing Association.
(F) Client shall not use the Sales and/or Related Information, either in whole or in part, as a factor in: (i) establishing an individual’s eligibility for credit or insurance; (ii) connection with underwriting individual insurance; (iii) evaluating an individual for employment or promotions, reassignment or retention as an employee; (iv) connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority; or (v) any other manner in which the usage of the Sales and/or Related Information or any information contained therein would cause such to be construed as a Consumer Report, having jurisdiction over Media Partner, any of its successors, or the Sales and/or Related Information.
III. PAYMENT
(A) The Media Partner understands and accepts Wedebeek's payment terms. Wedebeek only pays for 100% real traffic and high quality leads. The following violations of traffic quality regulations are considered bad traffic and are not accepted:
- IPs are proxy from Wedebeek team's test results.
- Customer information is fake: name, email, phone number, browser/device, payment information.
- Customers request refund or cancellation of orders.
(B) All Wedebeek affiliates are entitled to a full written report if an advertiser detects suspicious or fake traffic. Affiliates are obligated to provide advertising materials and specific reports on campaigns that have been run if Wedebeek requests to provide them to advertisers. In case the statements are clear, we will specifically guarantee 100% of your payment will be paid. Wedebeek is obligated to notify the affiliates of the force majeure payment delay in writing or by skype/telegram message.
(C) Payment net45(Minimum payment 200$), pubs will receive confirmation with in 30 days to 40 days of the following month. Payment will be sent out with in 45 days from the end of working month or earlier depending on traffic quality.
(D) Payment net30(Minimum payment 200$), pubs will receive confirmation on the 15th-25th of the following month. Payment will be sent out on the 28th to 30th of the same month.
(E) Payment net15(Minimum payment 200$), pubs will receive confirmation on the 10th to the 13th of the following month. Payment will be sent on the 15th to 18th of the same month.
(F) Payment Bi-weekly payment need to confirm number in a following week working from weekend of conversions made. Pay date: 3rd week (Friday)
(G) Payment for partners is weekly (Minimum payment 2000$/week), invoice will be generated every Friday and paid on Friday of the following week. In the following cases:
(C) Payment net45(Minimum payment 200$), pubs will receive confirmation with in 30 days to 40 days of the following month. Payment will be sent out with in 45 days from the end of working month or earlier depending on traffic quality.
(C) Payment net30(Minimum payment 200$), pubs will receive confirmation on the 15th-25th of the following month. Payment will be sent out on the 28th to 30th of the same month.
(D) Payment net15(Minimum payment 200$), pubs will receive confirmation on the 10th to the 13th of the following month. Payment will be sent on the 15th to 18th of the same month.
(E) Payment Bi-weekly payment need to confirm number in a following week working from weekend of conversions made. Pay date: 3rd week (Friday)
(F) Payment for partners is Weekly (Minimum payment 2000$/week), invoice will be generated every Friday and paid on Friday of the following week.
- Your traffic must pass our team's inspection policies, that is reported specifically in the conversion report.
+ Pay: When you see conversions in '' Conversion Report '' showing the status of '' Pay '', it means that the leads have been approved and the amount will be displayed at "Available '' to Withdraw.
+ Pending: Conversions are still uncensored or suspected of traffic, in this case we will request a report from your ads, if you are unable to provide clarity then your payment must Waiting for censorship from advertisers, in this case it will take more time for advertisers to check or maybe sooner if we get a positive response from the advertiser, however, it will not be allowed more than one week from the last day of payment due for you.
+ Rejected: Rejected leads from our checking system will be permanently blocked with no refund as it is 100% fraud.
- Note: The account will be permanently locked without the right to complain if we have enough evidence of fraud by any manufacturer from 50% to 100%.
In the event of a problem related to a force majeure delay, we will notify you in writing.
IV. NO ASSIGNMENT OR RESALE OF AGREEMENT
Neither party may assign its rights or obligations under this Agreement without written consent from the other party, which shall not be unreasonably withheld or delayed; provided, however, nothing shall prevent either party from assigning its rights or obligations hereunder to a successor in ownership in connection with any merger, consolidation, or sale of substantially all of the assets of the business of the assigning party, or any other transaction in which ownership of more than fifty percent (50%) of the assigning party’s voting securities is transferred.
V. NO OTHER WARRANTIES
Except as expressly provided in this agreement, media partner makes no warranty whatsoever, express or implied, as to the products, services, and/or information provided hereunder. Client understands and agrees that any information provided hereunder represents self-reported information from individual consumers, and is provided on an as-is basis. Media partner makes no warranty as to whether client will realize any profit or receive any payment as a result of the sales provided. Media partner disclaims any warranties that could be implied in contract, in law, or in equity, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, quality, accuracy, completeness, reliability, or performance, or arising from usage of trade, course of dealing, or course of performance.
VI. LIMITATION OF LIABILITY
In no event shall media partner be liable for any special, indirect, incidental, consequential, punitive, or exemplary loss, damage, or expense in connection with this agreement, including, without limitation, damages relating to loss of profits, income, or goodwill, even if client is aware of the possibility of damages. In no event shall media partner liability (whether in contract, tort, or otherwise) for monetary damages under this agreement exceed the fees paid by client to media partner hereunder.
VII. INDEMNIFICATION
(A) Client agrees to indemnify, defend, and hold harmless Media Partner and its officers, directors, employees, representatives, agents, subsidiaries, and affiliates, from and against any and all third party claims, actions, liabilities (including all reasonable costs, expenses, and attorneys' fees) arising from or in connection with (1) any claim that Client’s use of the Sales or Related Information violates any law or privacy or publicity right, intellectual property right, or any other right; (2) the products, services, and/or
counsel provided by Client to its customers and/or an Media Partner Sale; (3) any communications by Client to individuals to which the information in any Sale pertains, or (4) Client’s breach of any of its obligations, representations, or warranties under this Agreement. Media Partner shall promptly notify Client in writing of all such claims and shall accommodate Client’s reasonable requests for cooperation and information. Media Partner shall agree to Client’s sole control over the defense and any settlement of such claims; provided, however, that Client shall not agree to any settlement that could adversely affect the rights or interest of Media Partner without the express written consent of Media Partner.
(B) Media Partner agrees to indemnify, defend, and hold harmless Client and its officers, directors, employees, representatives, agents, subsidiaries, and affiliates, from and against any and all third party claims, actions, liabilities (including all reasonable costs, expenses, and attorneys' fees) arising from or in connection with (1) any claim that the products and/or services provided by Media Partner hereunder violate any law or privacy or publicity right, intellectual property right, or any other right, except to the extent that such claim is based on any action or omission of Client; or (2) Media Partner breach of any of its obligations, representations, or warranties under this Agreement. Client shall promptly notify Media Partner in writing of all such claims and shall accommodate Media Partner reasonable requests for cooperation and information. Client shall agree to Media Partner sole control over the defense and any settlement of such claims; provided, however, that Media Partner shall not agree to any settlement that could adversely affect the rights or interest of Client without the express written consent of Client.
VIII. Authority
Media Partner and Client each represent and warrant to the other party that (a) such party has the full corporate power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder, and (b) this Agreement constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as such may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar law affecting the enforcement of creditors’ rights generally and except as may be limited by federal principles of equity.
X. Agency
If an agency signs the Agreement, it does so as Client’s agent, and Client and agency will be jointly and severally liable for all obligations hereunder. Agency represents that it has full authority to act on Client’s behalf, provided, however, that nothing herein will release Client or agency from any obligation or liability hereunder, and Media Partner may look to Client or agency for performance of all obligations under this Agreement.
XI. Force Majeure
Neither party shall be liable for delays or nonperformance of this Agreement if such delay or nonperformance was caused by: (a) act of God, act of war, strike, fire, natural disaster, or accident; (b) lack of availability of materials, fuel, or utilities; or (c) any other cause beyond such party’s control.
XiI. Confidential information
For a period of three (3) years, beginning on the Effective Date, each party will keep strictly confidential all Confidential Information disclosed by the other party, except to the extent an applicable governmental law, order, decree, regulation, rule, or process requires disclosure. In the event of such required disclosure, the receiving party shall provide written notice thereof to the disclosing party as soon as reasonably possible, and shall reasonably cooperate with the disclosing party in resisting the disclosure of or obtaining confidential treatment for such Confidential Information.
XiII. Miscellaneous
This Agreement and all applicable IOs and Addenda: (i) shall be governed by and construed in accordance with the laws of The VietNamese, without giving effect to principles of conflicts of law, and the parties consent to the exclusive jurisdiction of the courts of Da Nang; (ii) may be amended only by a written agreement executed by an authorized representative of each party; (iii) constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties. In the event that any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. All notices, demands and other communications hereunder must be in writing or by written telecommunications and will be deemed to have been duly given (a) if mailed by certified mail, postage prepaid, on the date three days from the date of mailing, (b) if delivered by overnight courier, when received by the addressee or if sent by confirmed telecommunication, one business day following receipt by the addressee at the addresses set forth on the Agreement, or such other address as either party may specify in writing.
By signing, Media Partner acknowledges and affirms that Media Partner has read, understands and agrees to the provisions of this Agreement, including the terms of the applicable IO and any Addendum(a) attached hereto, all of which are made a part hereof and together shall comprise the entire Agreement between Client and Media Partner. In the event of a conflict between these Terms and Conditions and any other attachment or other document (including Addenda and IOs) these Terms and Conditions shall govern.
XiIIi. Traffic sources
Please note that the following traffic sources are not allowed under any circumstances on Wedebeek offers.
If Found by Wedebeek, all made sales will be indemnified and will not be paid out to partner.
Wedebeek Technology Limited
Last update: 2024
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