Your advertising insertion order (the “Insertion Order” or “IO”) is entered into by and between OfferForge.com (“Company”) and the Client (“Client”) as identified on the Customer Information section of your signed Insertion Order and sets forth the parties’ respective rights and obligations with respect to the services to be provided to the Client by the Company in respect of the related Insertion Orders & Addendums. The Client acknowledges that the sole obligation of the Company is to render the services described in the Insertion Orders & Addendums. 

DefinitionsFor the purposes of this agreement the following services are defined as costs levied by the Company for specific commissionable actions generated & delivered to the Client by the company using the company’s affiliate network technology, reporting tools and partnerships with affiliates.

CPA = Cost Per Action.  Commissionable actions may include but are not limited to product or service sales, customer acquisitions, business or consumer leads, newsletter subscriptions or completed application forms.

CPS = Cost Per Sale.  Commissionable actions may include variable sales amounts or revenue share percentages based on the number or value of sales generated.

CPC = Cost Per Click. The fee levied by the Company for each visitor that is delivered to the Client website or landing page by the company using its ad serving systems, reporting tools and partnerships with affiliates.

CPM = Cost Per Thousand Ad Displays.  The fee levied by the Company in return for the display of Clients banners & links on affiliate partners sites & newsletters, as tracked by the company’s ad serving systems.

1. PAYMENT:  Client agrees to pay Company for the services rendered by the Company in accordance with the mandate on the first page of the Insertion Order. The Client shall remit all payments promptly upon invoice and prior to the initiation of services by the Company, if so required by the company. The Client agrees that it shall be solely liable for payment to Company, notwithstanding any non-payment to Client by any third party. The Company’s failure to invoice Client for any period shall not be construed as a waiver of any rights in respect of fees.

INTEREST: Overdue accounts will be assessed interest at a rate of 1,5% per month on the overdue balance.  COLLECTIONS: In the event that the Company deems it necessary to institute action to recover outstanding fees from the Client, the Client agrees to pay all costs incurred by Company including, but not limited to, collection agency and attorneys’ fees and costs, as a result of having to enforce this Insertion Order.

PAYMENTS: Automated payments may be authorized by completing the credit card or debit order billing application attached in the agreement.  PREPAYMENTS: Advertising may be suspended without notice when the client’s credit limit is reached. Payment will be required to reactivate advertising.  Reactivated advertising may be assessed a reactivation fee.

2. DOMICILE:  For the purposes of communication and official notices the parties agree to use the addresses listed on the first page of the IO.

3. BILLING DATA: The Client shall report accurately and timeously on commissionable actions.  All actions must be validated by the 7th of the month following the transaction where after the billing will be assumed to be accurate.  The Company may use their own tracking methods to validate billing from time to time. In the event of a discrepancy between Companies reporting and Clients reporting the Company’s data will be assumed to be accurate unless proven otherwise by the Client within 7 (seven) days of notification of such discrepancy.

In instances where the billing information that may be required from the Client, cannot be supplied due to Client’s inability to provide such information for whatever reason, the Company will provide an estimate of the volume transacted. The Client agrees to pay the Company for the estimated volume for the period that the billing data is not accurately available.

4. RIGHTS: The Client guarantees that it holds the necessary intellectual property rights and/or licenses to permit the use of the content by the Company and its affiliate publishers and that Client will not publish, distribute or otherwise provide to Company for use hereunder any content that: (a) infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights; (b) violates any law, statute, ordinance or regulation regarding the creation and marketing of online materials including, without limitation, those governing false and/or deceptive advertising; (c) is defamatory or trade libelous; (d) is pornographic or obscene; (e) contains viruses, Trojan horses, worms, time bombs, cancelbots or other similar  harmful or deleterious programming routines.

5. CONTENT CONTROL: Client will be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the content unless the Company has specifically contracted to provide such content.

Client acknowledges that, in providing the Company with the ability to publish and distribute the Content, the Company is acting only as a conduit for the distribution and publishing of such content. The Company retains the right of refusal to distribute content provided by Client should the content not meet the Company’s standards.

The Company has no obligation towards the Client and undertakes no responsibility to review the content for accuracy prior to distribution or to determine whether any such content may result in liability to third parties.

6. DISCLAIMER OF WARRANTIES: Although Company makes every effort to uphold the highest standards of online marketing conduct; it will not be liable to Client for any losses incurred by Client through the use of the company’s services or systems. The Company provides all services in terms of this agreement “AS IS” and hereby expressly disclaims all warranties, expressed or implied, regarding the Company’s services or any portion thereof. Due to the nature of online marketing as well as the applicability of the Client’s product or service, over-delivery and under-delivery may occur.  The Company does not warrant any benefit Client may obtain from the campaign and the Company does not guarantee continuous or uninterrupted service.

7. LIMITATIONS ON LIABILITY: Under no circumstances shall the Company be liable for any special, direct, indirect, incidental, actual, punitive or consequential damages, or for interrupted communications, lost data or lost profits, arising out of, or in connection with, this Insertion Order.

8. PRIVACY: All parties represent and warrant that they are fully compliant with applicable privacy laws and regulations. All parties shall also provide notice for, and fully disclose, their respective privacy policies and practices to visitors to their website(s). Client warrants that engaging in the services provided by the Company pursuant to this Insertion Order shall not violate Client’s privacy policy.

9. CONFIDENTIALITY: As used herein, “Confidential Information” shall mean: Any and all information that the parties are exposed to as a result of this agreement which information is not in the public domain.  The parties acknowledge that, as a result of the provision of services pursuant to this Insertion Order, one party may disclose Confidential Information (“Disclosing Party”) to the other party (“Receiving Party”).  Therefore, the Receiving Party agrees that it will make no disclosure of the Disclosing Party’s Confidential Information without obtaining the Disclosing Party’s prior written consent.  Nothing contained in this Insertion Order shall be construed as granting or conferring rights by license or otherwise in any Confidential Information disclosed under this Insertion Order.   This Section 9 shall survive any termination of this Insertion Order for a period of one (1) year thereafter.  The Receiving Party agrees that monetary damages for breach of confidentiality under this Section 11 may not be adequate and that the Disclosing Party shall be further entitled to injunctive relief. 

10.INDEMNIFICATION: Client agrees to indemnify, defend and hold harmless Company, and its parents, subsidiaries, agents, affiliates, employees, directors and officers, from any and all liability, claim, loss, damage, demand or expense (including reasonable attorneys’ fees) asserted by any third party due to, arising from, or in connection with: (a) any breach by Client of the terms of this Insertion Order including, without limitation, any representation or warranty contained herein; (b) any fraudulent conduct committed by Client;  (c) any intellectual property claims associated with any and all copy and images supplied by Client and its associated usage thereof. 

11. RENEWAL & TERMINATION: The agreement may be cancelled in accordance with the cancellation period stipulated on the Insertion Order.   The agreement may be renewed by mutual consent between the parties. Such renewal will be governed by the same terms and conditions of this agreement.  Any cancellations prior to the expiry of the initial term as stipulated in the Insertion Order may be assessed pro-rated implementation and media costs, which will become due and payable by the client to the company on cancellation.

12. ARBITRATION: Any dispute or controversy arising out of or related to this agreement or any alleged breach hereof shall be settled by binding arbitration by an arbitrator appointed by mutual consent or failing consent the President of the Gauteng Bar Association. Award shall be final and binding upon the parties.  Judgment upon any award may be entered in any competent court within the jurisdiction of the Gauteng Bar Association.

13. NON-CIRCUMVENTION: Client agrees not to contract directly with any publisher or affiliate of the company directly or through any other intermediary for a period of twelve (12) months after termination of this agreement.  Should the Client establish any such direct relationship then revenue that would have accrued to the Company had the circumvention not occurred is due and payable to the Company by the Client upon invoice.

14. GOVERNING LAW: Your Insertion Order shall be governed by, interpreted and construed in accordance with the laws of the Republic of South Africa.

15. RELATIONSHIP BETWEEN THE PARTIES: The parties to the Insertion Order are independent contractors and no agency, partnership, joint venture or employer-employee relationship is intended or created hereby.  Parties will share equally in the customer data gathered and no additional costs will be attributed to the relationship by either party, save as contemplated in this insertion order.

16. ENTIRE AGREEMENT:  The last signed Insertion Order sets forth the entire understanding and agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter of the Insertion Order and may be changed only by a subsequent writing signed by both parties.

[Updated 16 March 2012]