Superlinks Terms of Service
Participation in Our Superlinks Program is subject to all the terms, conditions, limitations, obligations and waivers below. These Terms contain the complete terms of service which apply to your participation in the Program. You acknowledge and agree that, by participating in the Program, that You will abide by and be bound by these Terms.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND US. BY PARTICIPATING IN THE PROGRAM, YOU AFFIRM THAT IF YOU ARE AN INDIVIDUAL YOU ARE AT LEAST 18 YEARS OF AGE AND IF YOU ARE A PUBLISHER YOU HAVE READ AND UNDERSTAND THE TERMS OF SERVICE SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THESE TERMS. YOU CANNOT BECOME A PARTICIPANT OF THE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREIN.
In this Agreement, the following expressions have the following meaning:
Advertisers and Ad Exchanges - Google, Open X, and Appnexus.
Earnings - monetary payments made to the Publisher in relation to ad impressions served.
Seller Program Guidelines – please refer to our Seller Program Guidelines.
Platform Policy – please refer to our Platform Policy.
Service - means the provision of: (i) the Technology; (ii) access to the technological and commercial relationships between publishers, advertisers and ad exchanges; (iii) the Superlinks Product; and (v) the Tools to Publishers approved by Superlinks.
Superlinks Product - the Ad Units and widgets that are distributed to publishers to display advertisements on publisher websites.
Superlinks Publisher Interface - the login-protected section of the Service that provides the Publisher with reporting on activity and Earnings and account and service management.
Tools - other non-core products made available by Superlinks to Publishers, including, but not limited to, Campaign Wizards and APIs.
2. Enrollment in the Service
2.1 The Publisher must apply to use the Services via the Superlinks website or at http://www.superlinks.com. Superlinks will evaluate the Publisher's application for suitability to receive the Service in its sole discretion. Publishers with content containing pornographic, violent, illegal or political material will not be permitted to use the Service. Please refer to Seller Program Guidelines.
2.2 If Superlinks approves the Publisher's application for the Service they will be informed via email and the Publisher will be able to gain access to the Service and implement the Technology or service.
2.3 The Publisher must inform Superlinks if it wishes to use the Service on additional Publisher website(s) other than that first applied for. Each new Publisher website must be individually approved and setup for inclusion in the Service. The Publisher may not use the Technology on any website other than those for which it has Superlinks' prior permission
2.4 By enrolling in Superlinks, you permit Superlinks to serve, as applicable, advertisements and other content (“Ads”) and/or other properties approved by Superlinks (each individually a “unit”). In addition, you grant Superlinks the right to access, index and cache the Properties, or any portion thereof, including by automated means. Superlinks may refuse to provide the Services to any Unit.
3. Use of our Services
You may use our Services only as permitted by this Agreement and any applicable laws. Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions provided by Superlinks.
You may discontinue your use of our Service at any time by removing the relevant code from your Properties and emailing customer service at email@example.com
4. Changes to our Services
We may change or upgrade our services from time to time at company’s sole discretion; as a result, some features may be omitted or added to improve the efficiency of the service.
5.1 Provided you are in compliance with these Terms, for any given calendar month, We will pay You a share of earnings from our reports for valid impressions of Ads displayed as determined by Superlinks reporting system.
5.2 Reporting and Payment. We will make Our Statistics Reports available to You for preliminary daily reporting of Ads served, and You acknowledge and agree that: (i) such reporting may not represent the number of Ads served for which We will pay You and (ii) You will control access to and maintain the confidentiality of Your password for accessing the Statistics Reports.
5.3 Payment Terms. Our payment terms are "Net 35". We will issue payments "Net 35" provided you have earned a minimum of $100 for Paypal and $500 wire payout via Payoneer for the preceding period. If You have not earned minimum of $1000 for wire payout for the prior period, they will be rolled over until at least minimum of $1000 for wire payout is reached, at which time you will receive payment. After the close of any calendar month, We will make payment to You within thirty five (35) days, provided all the terms of service are followed. You shall also notify Us of any changes, inaccuracies, or incompleteness of any statement You make on Your application. We reserve the right to deduct from payments made, or otherwise recoup any amounts paid to You in prior months for any invalid impressions and chargeback’s from our Advertisers.
You are responsible for all taxes (if any) associated with the Services, other than taxes arising on Superlinks. All payments to you from Superlinks in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.
7. Intellectual Property Ownerships
7.1 We will retain all rights, title and interest in and to the Ad impressions data, the related databases, all data generated by Our impression tracking system and other performance measurement applications, and all associated intellectual property and proprietary rights worldwide (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers and information, algorithms, taxonomies, trade secrets and other intellectual property rights therein).
7.2 Your Proprietary Rights. Other than the Display Advertisements. You will retain all right, title, and interest in and to Your Network (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers, algorithms, taxonomies, trade secrets and other intellectual property rights therein).
7.3 Other than as set out expressly in the Agreement, neither party will acquire any right, title or interest in any intellectual unit rights belonging to the other party or to the other party’s licensors.
7.4 All trademarks, service marks, trade names, and logos appearing on the Sites(Advertisers and A Exchange) are proprietary to the source and/or our licencors or licensees and Superlinks has permission to add these to their website.
You will ensure that at all times you use the Services you have taken every reasonable step to inform your users and taken that you are collecting and using their anonymous data for advertising purposes, your privacy must also outline the data that is being captured and how the user can opt-out of that data collection. Failure to notify your users may result in termination from the program or forfeiture of all revenues earned.
You will also use commercially reasonable efforts to ensure that an end user gives consent to the storing and accessing of cookies, device-specific information, location information or other information on the end user's device in connection with the Services where such consent is required by law.
Each party agrees that: (i) neither will use nor disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted herein or as required by a court of law or otherwise compelled to be disclosed pursuant to the legal process or existing laws or regulations, and (ii) each will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
You may terminate the Agreement at any time by giving 48 hours notice. The Agreement will be considered terminated within 10 business days of Superlinks receipt of your notice. If you terminate the Agreement and your earned balance equals or exceeds the applicable threshold, we will pay you your earned balance within approximately 35 days after the end of the calendar month in which the Agreement is terminated. Any earned balance below the applicable threshold will remain unpaid.
Superlinks may at any time terminate the Agreement, or suspend or terminate the participation of any Unit in the Services for any reason and including breaking the rules of our Program Policies. If we terminate the Agreement due to your breach or due to invalid activity, we may withhold unpaid amounts or charge back your account. If you breach the Agreement or Superlinks suspends or terminates your Account, you (i) will not be allowed to create a new Account, and (ii) may not be permitted to monetize content on other Superlinks products.
You agree to indemnify and defend Superlinks, its publishers, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Properties, including any content served on the Properties that is not provided by Superlinks, your use of the Services, or your breach of any term of the Agreement. Superlinks’s advertisers are third-party beneficiaries of this indemnity.
12. Representations; Warranties; Disclaimers
You represent and warrant that (i) you have full power and authority to enter into the Agreement; (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, each Unit; (iii) you are the technical and editorial decision maker in relation to each Unit on which the Services are implemented and that you have control over the way in which the Services are implemented on each Unit; (iv) Superlinks has never previously terminated or otherwise disabled an Superlinks account created by you due to your breach of the Agreement or due to invalid activity; (v) entering into or performing under the Agreement will not violate any agreement you have with a third party or any third-party rights; and (vi) all of the information provided by you to Superlinks is correct and current.
OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT, WE DO NOT MAKE ANY PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR PROFITABILITY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE EACH SERVICE “AS IS”.
TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
13. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SUPERLINKS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE SUPERLINKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE PROGRAM; (b) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (e) ANY OTHER MATTER RELATING TO THE TOS AND PROGRAM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
Each party acknowledges that the other party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
The TOS constitutes the entire agreement between you and Superlinks and governs your participation in the Program, superseding any prior version of the TOS between you and Superlinks with respect to the Program.
You and Superlinks each agree that the TOS and the relationship between the parties shall be governed by the laws of the State of California without regard to its conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to the TOS, or the relationship between you and Superlinks, shall be brought exclusively in the courts located in the county of San Diego, California or the U.S. District Court for the Southern District of California. You and Superlinks agree to submit to the personal jurisdiction of the courts located within the county of San Diego, California and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
The failure of Superlinks to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The parties are independent contractors and no employment, agency, partnership or joint venture is created hereunder. No party shall have the right to act as the agent for or to bind the other.
Superlinks does not support Ads from some countries, for a complete list of unsupported countries please email firstname.lastname@example.org
Superlinks site features cannot be emulated.
No banners or ads promoting Superlinks may be used without prior written consent from Superlinks.
You may not use the name Superlinks anywhere that may defamate the name of the company in any way.
The section titles in these TOS are for convenience only and have no legal or contractual effect.
You may not assign or transfer any of your rights under the Agreement.
16. Force Majeure
Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.