PointClickTrack - CPA Affiliate Network - BBB Accredited - Terms & Conditions

PointClickTrack Terms & Conditions

Advertiser Terms & Conditions

Pursuant to this Agreement, PointClick, LLC and Advertiser shall agree to the following terms and conditions for the receipt of advertising materials ("Creative") from advertising Customers. This includes the serving, tracking and reporting of each Campaign made on the PointClickTrack.com Affiliate Network to Publisher and Advertiser Websites.

1. MEMBERSHIP
Membership in the PointClickTrack.com Network is subject to prior approval of PointClickTrack.com. PointClickTrack.Com reserves the right to refuse service to any new or existing Publisher and/or Advertiser, in its sole discretion, with or without cause. Approval of membership in the PointClickTrack.Com Network is limited only to the specific root URLs for which Advertiser has applied for approval. PointClickTrack.Com reserves the right to withhold approval of membership in the PointClickTrack.Com Network based on Website primary language. PointClickTrack.Com reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Publisher and/or Advertiser or Website for any reason at any time, with or without notice to the Publisher and/or Advertiser and regardless of whether such Publisher and/or Advertiser or Website was previously accepted.

If you are accepted by PointClickTrack.com as an Advertiser (in PointClickTrack.com's sole and absolute discretion), you will abide by the terms and conditions of this Advertiser Agreement. So long as you remain a member of the Advertiser program, you will have the opportunity to purchase Leads from Publishers subject to the terms and conditions of this Advertiser Agreement and other rules and requirements set forth by PointClickTrack.com on its Website.

All campaigns created by Advertiser on PointClickTrack.com are binding and shall be treated as such once a signed Insertion Orders for each campaign is completed. An "Insertion Order" is defined as: (i) the communications between the Advertiser and PointClickTrack.com that end in their mutual agreement on the price for Leads as outlined in the Advertiser's Campaign; and (ii) includes targeting criteria, total volume, and start and end dates for a particular campaign. Both the Advertiser and PointClickTrack.com acknowledge that all "Insertion Orders" are legally binding and enforceable as to each other and by PointClickTrack.com.

Advertiser acknowledges that campaign details, budgets, targeting and pricing are all elements specified on the Insertion Order. Advertiser is giving full permission to PointClickTrack.com and its selected Publishers to market the campaign in accordance with the Campaign Details set forth in the Insertion order by the Advertiser through their account with PointClickTrack.com.

2. INVOICES AND PAYMENT
Invoices and Payment Date: The initial invoice will be sent by PointClickTrack.com to the Advertiser upon completion of the first month's delivery of Leads. The Advertiser will have until the 10th of the subsequent month to return invalid Leads. An "Invalid Lead" includes, but is not limited to, a Lead that: (i) has invalid or erroneous contact information; (ii) does not match the target criteria for the campaign in which it was generated; (iii) has been previously provided, i.e. a duplicate Lead; and (iv) the consumer denies requesting the service for which the Lead was allegedly generated. Advertiser agrees and acknowledges that if PointClickTrack.com is the lead aggregator for the information contained within the leads then PointClickTrack.com has the sole and absolute discretion to deem a Lead valid or invalid. Payment is to be made by the 15th of the subsequent month by the Advertiser to PointClickTrack.com unless stated differently on an agreed upon Insertion Order. Publishers will be paid in 25 days. However, it is possible that no payment will be made by PointClickTrack.com to any Publisher until PointCLickTrack.Com has received payment from the Advertiser.

Late Fees and Payments: A fee of 15% APR will be charged to the Advertiser for any and all late payments. If payment is not made by Advertiser to PointClickTrack.com within 90 days of the initial due date PointCLickTrack.com reserves the right to send Advertiser to a collection service for payment To see Publisher's obligations and liabilities see Publisher Agreement: Terms & Conditions - pointclicktrack.com/index/terms

Check Recovery Policy via Fiserv: PointClick, LLC recovers its returned checks electronically through Check Recovery from Fiserv. An electronic payment is the fastest and easiest way for you to clear up any misunderstanding that could arise from a returned check because it allows you to avoid the hassle of the collections process. If your check is good, you will not be affected by this policy. If your check is not good it will be returned unpaid, your account will be debited electronically or via paper for the original check amount plus a service fee as allowed by state law.

Your payment by check is your authorization for these transactions. To revoke this authorization, call us at (800)-666-5222. To protect you from the risk of overpaying, we ask that you not attempt to make payment to PointClick, LLC . Please make sure that sufficient funds are available in your checking account as soon as possible, and Fiserv will automatically clear up your misunderstanding with PointClick, LLC. For inquiries or to revoke authorization, call customer service at (800) 666-5222.

3. REPORTING
Upon initiation of a Campaign, reporting shall be provided by PointClickTrack.com to Advertiser and Publisher. Reporting consists of the Lead count provided by PontClickTrack.com to Advertiser, the number of invalid Leads (as defined in Section 2 above) returned by Advertiser and the final billable Leads. All billing shall be based solely on reporting provided by PointClickTrack.com and on PointClickTrack.com's final billable Lead count except in the event of underreporting concerns. Advertiser agrees to share their total count of leads with PointCLickTrack.com for verification to avoid underreporting due to pixel misfires and other tracking issues. In no case shall reporting from another party be used to determine delivery of Leads or final billable Leads.

4. FORCE MAJEURE
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, failure of communications systems or networks, embargoes, war, acts of war (whether war is declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other party; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of non-performance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay of the failure to perform as noted above.

5. USE OF LEADS
You agree that you will use Leads consistent with the terms and conditions of this Agreement, the rules posted on PointClickTrack.com's Website, and all applicable laws and regulations. You further agree that you will not knowingly allow any person or entity to misuse Leads, and will alert PointClickTrack.com immediately upon discovering any misuse or potential misuse of any Lead.

The misuse of Leads may result in the termination of your account, forfeiture of all purchased Leads, civil action, criminal charges, and/or any other remedy available in equity or at law.

6. SPAM INDEMNIFICATION
Advertiser agrees to indemnify and hold PointClick, LLC, PointClickTrack.Com , its Publishers and Advertisers and their respective affiliates, employees, officers, agents, directors and representatives of "PointClickTrack.Com and PointClick, LLC Indemnified Parties" harmless from all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees, costs related to in-house counsel time, court costs and witness fees) (collectively "Losses") arising out of or in connection with PointClickTrack.com's use of the email list provided by Advertiser (including, but not limited to alleged violations of the Can-Spam Act of 2003).

7. ACCOUNT INFORMATION
You agree to provide PointClickTrack.com with accurate information (e.g., contact information, detailed corporate information, promotional methods, etc.) as set forth or required on the PointClickTrack.com Website, and to maintain the information associated with your Advertiser account such that it remains accurate and current at all times. Should any of your Advertiser account information change, you are to update your Advertiser Account information with PointClickTrack.com within 15 days of such occurrence. Failure to keep your Advertiser Account updated may result in your Campaign(s) being suspended and/or cancelled.

8. INDEMNIFICATION
Advertiser will at all times indemnify and hold harmless the PointClickTrack.Com Indemnified Parties from and against any and all Losses arising out of the advertisers breach of any representation, warranty or obligation hereunder, or any alleged breach of any representation, warranty or obligation to any other party.

9. ARBITRATION
Any controversy or legal claim arising out of or relating to this Agreement or PointClickTrack.com's services, excluding legal action taken by PointClickTrack.com to collect or recover damages for, or obtain any injunction relating to intellectual property, the Website, or the use of any Lead, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of JAMS.

Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.

The arbitration shall be conducted in Goshen, Indiana and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Any party to the arbitration may seek interim or preliminary relief from a court of competent jurisdiction in Goshen, Indiana necessary to protect their rights or property pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs incurred through arbitration, and each party shall bear its own legal fees and associated costs.

10. LIMITATION OF LIABILITY
POINTCLICKTRACK.COM SHALL NOT HAVE ANY LIABILITY TO THE ADVERTISERS FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT POINTCLICKTRACK.COM'S TOTAL OBLIGATIONS AND/OR LIABILITY CAN NEVER EXCEED THE VALUE OF THE SPECIFIC ADVERTISING CAMPAIGN IN QUESTION.

11. PRIVACY AND CONFIDENTIAL INFORMATION
Any information marked confidential and proprietary data provided by one party, including the Ad description, and the pricing of the Ad, set forth in the Campaign Description, shall be deemed "Confidential Information" of the disclosing party. Confidential Information shall also include information provided by one party, which under the circumstances surrounding the disclosure would be reasonably deemed proprietary or confidential. Confidential Information shall not be released by the receiving party to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.

Publisher, PointClickTrack.com, and Advertiser shall post on their respective websites their privacy policies and adhere to their privacy policies, which abide by the applicable laws. Failure by Publisher, on one hand, or PointClickTrack.com or Advertiser, on the other, to continue to post a privacy policy or non-adherence to its own privacy policy is grounds for immediate cancellation of the Campaign by the other parties. PointClickTrack.com's privacy statement may be found at http://pointclicktrack.com/index/privacy/

PointClickTrack.com, Advertiser and Publisher will comply with at all times, all applicable federal, state and local law, ordinances, regulations and codes which are relevant to their performance of their respective obligations under this Agreement.

12. CHANGES TO PCT TRACKING PLATFORM
PointClickTrack.com reserves the right to change the PCT Tracking Platform or the PointClickTrack.com Website at any time with or without notice.

13. TERM AND TERMINATION
This Agreement shall be effective upon the execution by Advertiser of this Agreement and the acknowledged receipt of this Agreement by PointClickTrack.com. This Agreement shall remain in effect so long as Advertiser's Campaign is active.

This Agreement may be terminated by PointClickTrack.com at any time in PointClickTrack.com's sole and absolute discretion, with or without cause. The termination will become effective immediately upon PointClickTrack.com's transmission to Advertiser in any form (telephone, facsimile, or email) of said termination.

This Agreement may be terminated by Advertiser upon two (2) days written notice to PointClickTrack.com.

Immediately upon receipt or transmission of any such termination notice by or to PointClickTrack.com, Advertiser's campaign will be discontinued and a final bill for any and all outstanding balances for the terminated Campaign will be sent to Advertiser for immediate payment.

14. ASSIGNMENT
This Agreement shall be binding upon and inure to the benefit of the parties hereto, their subsidiaries, and their respective successors and assigns, provided that neither party may assign any of its rights or privileges hereunder without the prior written consent of the other party except to a successor in ownership (for example, by merger or acquisition) of all or substantially all of the assets of the assigning party, and which successor shall expressly assume in writing the performance of all the terms and conditions of this Agreement to be performed by the assigning party. Any attempt at assignment in derogation of the foregoing shall be held null and void.

15. RELATIONSHIP OF PARTIES
The parties to this Agreement are independent contractors and no joint venture, agency, partnership or employer-employee relationship is intended or created hereby.

This Agreement is non-exclusive to PointClickTrack.com and PointClickTrack.com has the right to enter into similar agreements with other third parties.

16. GOVERNING LAW
This Agreement shall be treated as though it were executed and performed in Goshen, Indiana, and shall be governed by and construed in accordance with the laws of the State of Indiana (without regard to conflict of law principles). You agree that any legal action or proceeding between PointClickTrack.com and you permitted by the arbitration provision herein shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Goshen, Indiana. Any cause of action or claim you may have with respect to this Agreement or PointClickTrack.com must be commenced within six (6) months after the claim or cause of action arises or such claim or cause of action shall be barred. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.

If any provision of this Agreement conflicts with any other rule, regulation, or agreement, the terms and conditions of this Agreement shall govern.

Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions of this Agreement shall remain in full force and effect.

PointClickTrack.com's failure to enforce any provision of this Agreement shall neither be deemed a waiver of such provision nor of the right to enforce such provision. PointClickTrack.com's rights under this Agreement shall survive any termination of this Advertiser Agreement.

17. ENTIRE AGREEMENT
The Terms and Conditions of this Agreement represent the complete, final and exclusive agreement between PointClickTrack.com and you, and supersede all prior agreements, representations and understandings.

To the extent that anything in or associated with the PointClickTrack.com Website is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.