I am an Affiliate looking to run campaigns.
I am an Advertiser looking for new customers.
We make it a point to send premium audiences to the right place with the right offers, saving you
more of what’s important: time & money.
Mobooka is a market leader in cost per action monetization. Over the past 6 years we have honed our
skills in the ever changing digital marketing niche to produce impressive results for our clients
in over 124 countries. We deliver top quality traffic utilizing our state of the art proprietary
tech to continue to push the limits of online advertising.
We’re in over 124 Countries.
The following terms and conditions (this "Agreement") is a legal agreement between Mobooka
Performance Network ("Mobooka Performance Network"), and PUBLISHER. PUBLISHER and
Mobooka Performance Network may also be individually referred to herein as a "Party"
and collectively as "Parties." If there is any conflict between these Terms and Conditions
and the Insertion Order(s), the Insertion Order(s) shall control.
1.) Service: PUBLISHER will display the Advertisement and perform lead
generation services described in the attached Insertion Order. "Advertisement" means
the advertisement, including any copy including questions and or text ads, graphic,
sound, video, programming code and/or other content that comprises the advertisement,
as well as the websites to which an advertisement is linked if applicable.
Mobooka Performance Network hereby grants to PUBLISHER during the Contract Period
a non-exclusive, royalty-free, worldwide right and license by all means and in any
media, whether now known or hereafter discovered, to use, reproduce, distribute,
publicly perform, publicly display and digitally perform such Advertisement and all
its constituent parts.
2.) Qualified Lead Definition (Qualified Leads): Qualified Leads are
prospects who meet Mobooka Performance Network’s screening criteria as described
in the Insertion Order and who provide their complete contact data. PUBLISHER
will be paid on a delivered per lead basis defined as when a user agrees through
a pre approved opt-in method to be contacted. In the case of any dispute between
the parties as to the number of Qualified Leads, Mobooka Performance Network’s numbers
3.) Lead Validation Procedure: Mobooka Performance Network
will verify each Qualified Lead delivered by the PUBLISHER. Upon receipt, all
Qualified Leads will be checked for data validity (i.e. containing valid data inputs
for the fields specified in the Insertion Order) and uniqueness of data (i.e. that
the Qualified Leads are not present in Mobooka Performance Network’s database for
the designated Advertisement in the past 60 days). Mobooka Performance Network
reserves the right to send an auto-responder to all respondents re-confirming their
request for information. Any objections from respondents (about the email,
or the offer) will be raised to the PUBLISHER.
4.) Creative Changes: Editing of Mobooka Performance Network’s
Creative is strictly prohibited, without prior written approval from Mobooka Performance
Network. Creative includes, but is not limited to, text ads, graphic ads, from
and subject line, any copy associated with the campaign including survey questions
and answers. Any changes to Creative, without prior written permission will
result in the loss of payment of Leads.
5.) Compliance: Mobooka Performance Network will actively monitor
PUBLISHER activity using a combination of its proprietary software and third party
monitoring services. It is the obligation of PUBLISHER to prove to Mobooka
Performance Network that they are not committing fraud. Mobooka Performance
Network will hold PUBLISHER payment in ‘Pending Status’ until PUBLISHER has satisfactorily
provided evidence that PUBLISHER is not defrauding the system. Mobooka Performance
Network flags accounts that: Have click-through rates that are much higher
than industry averages and where solid justification is not evident; Have only click
programs generating clicks with no indication by site traffic that it can sustain
the clicks reported; Have shown fraudulent leads as determined by our clients or
Use fake redirects, automated software, and/or fraud to generate clicks or leads.
If PUBLISHER is unable to prove to Mobooka Performance Network that PUBLISHER is
not committing fraud, PUBLISHER will forfeit its entire commission for all programs
and PUBLISHER’s account will be terminated. Mobooka Performance Network reserves
sole judgment in determining fraud.
6.) Advertising Guidelines: PUBLISHER may, in its complete discretion,
reject, cancel or remove at any time any Advertisement from the service for any reason
without prior notice to Mobooka Performance Network. PUBLISHER must notify
Mobooka Performance Network following the rejection, cancellation or removal of any
Advertisement from the service within 24 hours.
7.) Term & Target Launch: Term will be one (1) month from the target
launch of the initial campaign as noted in the Insertion Order. Agreement may
continue thereafter by mutual consent but may be terminated by either party for any
reason whatsoever. All legitimate moneys due to PUBLISHER will be paid during
the next billing cycle. If PUBLISHER defrauds the system, then payment is revoked
as determined solely by Mobooka Performance Network.
8.) Payment: PUBLISHER will invoice Mobooka Performance Network
on a monthly basis at the payout rates reflected in the Insertion Order. The
invoice will reflect delivery of final Qualified Lead numbers that are based upon
numbers reported by Mobooka Performance Network to PUBLISHER pursuant to the terms
of this Agreement.
9.) Payment Term: Mobooka Performance Network shall make all payments
to PUBLISHER within 30 days of the Invoice Date. All payments made to PUBLISHER
do not include, and PUBLISHER shall pay, any sales, use or similar tax associated
with such payment. All past due amounts shall accrue interest at the rate of
one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever
is greater. Parties shall keep, maintain and preserve, for the term of this
Agreement and for one (1) year thereafter, accurate records relating to amounts due
hereunder (the “
Relevant Records”). Either party shall have a right at least once per calendar
year to audit the Relevant Records of the other party for the purpose of verifying
fulfillment of party’s payment obligations pursuant to this Agreement.
Each audit will be conducted at a place agreed to by the parties, during the normal
business hours, with at least ten (10) business days prior written notice to party
to be audited. Auditing party shall pay the fees and expenses of the
audit, unless the audit reveals a payment discrepancy of more than ten percent (10%)
of all payments due in any consecutive six (6) month period, in which case audited
party shall pay the reasonable fees and expenses of the audit, and shall immediately
pay to auditing party all amounts found to be due.
10. Mobooka Performance Network Representations and Warranties. The
execution, delivery, and performance of this Agreement by Mobooka Performance Network
has been duly approved by its board of directors or managing partners/members, and
no further corporate action is necessary on the part of Mobooka Performance Network
to consummate the transactions contemplated by this Agreement.
11.) PUBLISHER Representations and Warranties: Publisher
represents and warrants that: (1) the recipients of all email addresses used by PUBLISHER
in connection with this Agreement have manifested affirmative consent to receive
commercial emails from PUBLISHER and none of the email addresses were obtained through
email harvesting or dictionary attacks; (2) PUBLISHER will not fraudulently add leads
or clicks or inflate leads or clicks by fraudulent traffic generation (as determined
solely by Mobooka Performance Network, such as pre-population of forms or mechanisms
not approved by Mobooka Performance Network); (3) PUBLISHER will not attempt in any
way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective
the Site tags, source codes, links, pixels, modules or other data provided by or
obtained from Mobooka Performance Network that allows Mobooka Performance Network
to measure ad performance and provide its services and (4) all of PUBLISHER’s efforts
associated with this Agreement comply with the laws of the United States, and any
other laws of any other jurisdictions which are applicable to PUBLISHER. PUBLISHER
will not engage in or promote any illegal activities of any kind in association with
12.) Other Obligations: PUBLISHER shall:
13.) Confidentiality: The terms of this Agreement are confidential
and shall not be disclosed to any third party except where required by law.
All information submitted by end-user customers pursuant to this Agreement is proprietary
to and owned by Mobooka Performance Network. Such customer information is confidential
and may not be disclosed by Mobooka Performance Network or PUBLISHER. In addition,
PUBLISHER acknowledges that all non-public information, data and reports received
from Mobooka Performance Network hereunder or as part of the services hereunder is
proprietary to and owned by Mobooka Performance Network. (“Confidential Information”).
PUBLISHER agrees not to disclose the terms of this Agreement, including the CPA value,
to any third party without the express written consent of Mobooka Performance Network,
and that such constitutes Confidential Information. All Confidential Information
is or may be protected by copyright, trademark, trade secret and other intellectual
property law, as appropriate. PUBLISHER agrees not to reproduce, disseminate, sell,
distribute or commercially exploit any proprietary or Confidential Information in
any manner. These non-disclosure obligations shall survive the termination of this
Agreement for a period of five (5) years. This section does not bind Mobooka
Performance Network or PUBLISHER in the event such information is required to be
disclosed by operation of law. If a request is made of PUBLISHER to disclose such
information, PUBLISHER must immediately inform Mobooka Performance Network via written
notice sufficiently promptly to allow Mobooka Performance Network to seek a Protective
Order prior to the time commanded to produce or disclose such Confidential Information,
and PUBLISHER agrees to cooperate in whatever way Mobooka Performance Network requests
to attempt to protect that information from disclosure by operation of law.
Subject to prior approval by PUBLISHER, Mobooka Performance Network may publicly
announce its contractual relationship with PUBLISHER, which includes being on a listing
of Mobooka Performance Network publishers in general corporate materials and in industry
standard press releases.
14. DISCLAIMER OF WARRANTIES: Mobooka Performance Network PROVIDES ITS
SITES AND THE SITES OF ITS AFFILIATES AND PARTNERS, AND ALL ITS SERVICES AND THE
SERVICES OF ITS AFFILIATES AND PARTNERS, AS PERFORMED HEREUNDER, ON AN "AS IS," “WHERE
IS” AND "AS AVAILABLE" BASIS. Mobooka Performance Network DISCLAIMS ALL WARRANTIES
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
15. LIMITATIONS OF LIABILITY: IN NO EVENT SHALL Mobooka Performance
Network BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT
LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA
OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. UNDER NO CIRCUMSTANCES
SHALL Mobooka Performance Network BE LIABLE TO PUBLISHER OR ANY THIRD PARTIES FOR
AN AMOUNT GREATER THAN THE AMOUNTS PAID BY Mobooka Performance Network TO PUBLISHER
DURING THE PRIOR THREE MONTHS.
16.) Indemnification: Each party agrees to indemnify, defend and
hold harmless the other party and its employees, agents, officers and directors,
against any and all claims, causes of actions, judgments, demands, damages, losses
or liabilities, including costs and expenses (including reasonable attorneys fees
and costs of suit), arising out of or relating to (a) any claim based upon
infringement of copyright, trademark, patent, or trade secret or other intellectual
property right of any third party; (b) any claim, representation, or statement made
in the Advertisement; (c) any breach of any representation or warranty contained
in this Agreement.
17. Dispute Resolution: If any dispute arises under this Agreement,
the Parties agree to first try to resolve the dispute with the help of a mutually
agreed upon mediator in the following location: State of California, Los Angeles
County. Any costs and fees other than attorneys’ fees associated with the mediation
shall be shared equally by the parties. If it proves impossible to arrive at
a mutually satisfactory solution through mediation, the Parties agree to submit the
dispute to binding arbitration in the following location: State of California,
Los Angeles County. The Parties agree that the binding arbitration will be conducted
under the rules of the American Arbitration Association. Judgment upon the
award rendered by the arbitrator may be entered in any court with proper jurisdiction.
If any litigation or arbitration is absolutely necessary to enforce this Agreement
or the terms thereof, the prevailing Party shall be entitled to reimbursement by
the other Party for reasonable attorneys’ fees, costs and expenses. This Agreement
will be governed by the laws of the State of California.
18. No Assignment: Neither Party shall have the right to assign or otherwise
transfer its rights and obligations under this Agreement except with the prior written
consent of the other Party; provided, however, that a successor in interest by merger,
by operation of law, assignment, purchase or otherwise of all or substantially all
the business of a Party may acquire its rights and obligations hereunder. Any
prohibited assignment shall be null and void.
19. Independent Contractor: Each party is an independent contractor.
Except as set forth in this Agreement, neither party is authorized or empowered to
obligate the other or incur any costs on behalf of the other without the party’s
prior written consent.
20. Severability: If any term, provision, covenant, or condition of
this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable,
the remainder of the Agreement shall remain in full force and effect and shall in
no way be affected or invalidated.
21. Entire Agreement; Modification: This constitutes the entire
agreement between the parties and supersedes any prior or inconsistent agreements,
negotiations, representations and promises, written or oral, regarding the subject
matter. No modification, course of conduct, amendment, supplement to or waiver of
this Agreement or any provisions hereof shall be binding upon the parties unless
made in writing and duly signed by both parties.
22. Agreement in Counterparts: This agreement may be signed by Mobooka
Performance Network and PUBLISHER in counterparts, and facsimile signatures shall
have the same force and effect as an original signature.