This
Advertiser Agreement ("Agreement") is entered into on
("Effective Date") between StarBurst Affiliates, a company registered
in the state of Pakistan, with its principal place of business at Pakistan ("Company"),
and a (“Advertiser”), a company registered in the state of, with its principal
place of business at ("Advertiser").
WHEREAS,
StarBurst Affiliates operates an affiliate marketing network that connects
Advertiser with potential leads and actions;
NOW,
THEREFORE, in consideration of the premises and covenants contained herein,
StarBurst Affiliates and Advertiser agree as follows:
1. Confirmation of Leads and Actions
1.1 Advertiser agrees to confirm all leads or actions
generated through StarBurst Affiliates' system within fifteen (15) days or
less, depending upon mutually agreed terms between the Advertiser and StarBurst
Affiliates, after the end of the calendar month in which the action was
generated. Failure to provide confirmation within the specified timeframe will
result in the action being considered confirmed, and the Advertiser will be
liable for payment in full.
2. Payment Terms
2.1 Advertiser intends to pay StarBurst Affiliates by
monthly Net 30 payment terms or less, depending upon mutual agreement between
both parties, following the month in which a lead or action was generated. If
payment is not made on time and is extended beyond 30 days, the Advertiser will
pay a late charge of 5% on the outstanding payment amount.
3. Fraudulent Activity Reporting
3.1 Advertiser agrees to promptly provide a detailed
report to StarBurst Affiliates if any fraudulent activity is detected,
including identifying any sub-sources responsible for such activity.
4. STARBURST AFFILIATES OBLIGATIONS
4.1 StarBurst Affiliates shall provide the services to
the Advertiser as detailed in the campaign specifications.
4.2 StarBurst Affiliates will use reasonable efforts to meet performance dates
but such dates are estimates only.
4.3 StarBurst Affiliates warrants that the services will be performed with
reasonable care and skill.
5. ADVERTISER’S OBLIGATIONS
5.1 The Advertiser shall:
5.1.1 Ensure the order terms and campaign information are complete and
accurate.
5.1.2 Cooperate with StarBurst Affiliates in all matters relating to the
services.
5.1.3 Provide necessary and accurate information and materials for the
services.
5.1.4 Obtain and maintain all required licenses, permissions, and consents for
the services.
5.2 If StarBurst Affiliates’ performance is prevented or delayed by the
Advertiser’s act or omission ("Advertiser Default"):
5.2.1 StarBurst Affiliates may suspend performance until the Advertiser
remedies the default. 5.2.2 StarBurst Affiliates will not be liable for costs
or losses incurred by the Advertiser due to such suspension or delay.
6. ACCOUNT TERMS
6.1 The Advertiser agrees that StarBurst Affiliates may
share the Advertiser's information with credit reference agencies, who may keep
a record of any search.
6.2 StarBurst Affiliates may refuse any account application or revoke account
facilities at any time without notice, at its absolute discretion, with or
without providing reasons.
6.3 StarBurst Affiliates reserves the right to suspend all services until
payment is received to settle the account balance.
7. ADVERTISER REPRESENTATIONS
7.1 The Advertiser represents and warrants that its
performance and any creative under the Contract will not:
7.1.1 Violate the privacy or publicity rights of any third party.
7.1.2 Contain libelous, obscene, indecent, or otherwise unlawful material.
7.1.3 Infringe on the rights of any third party, including but not limited to,
copyrights, patents, trademarks, trade secrets, false advertising, unfair
competition, defamation, or any anti-discriminatory laws.
7.2 The Advertiser also represents and warrants that it is and will remain duly
licensed, authorized, and certified by all applicable governmental regulatory
authorities to operate its business.
8. CONSUMER FRAUD OR MANIPULATION
8.1 StarBurst Affiliates shall not be responsible for
payment to the Advertiser for any action, including but not limited to emails,
impressions, clicks, acquisitions and/or purchases that is reasonably
determined to be the result of consumer fraud or manipulation.
9. OWNERSHIP
9.1 The Advertiser exclusively retains all rights,
title and interest (including, without limitation, copyrights, trade secrets,
trademark, patent rights, and any and all other proprietary rights) in and to
any and all elements of its offer (including all promotions).
10. DISCLAIMER OF SERVICES
10.1 The Advertiser agrees that use of the Service is
at its sole risk. The Service is provided on an "as is" basis. To the
fullest extent permitted by applicable law, StarBurst Affiliates disclaims all
warranties, express or implied, including but not limited to warranties of
merchantability, satisfactory quality, and fitness for a particular purpose.
StarBurst Affiliates makes no warranty regarding any third-party goods or services
purchased or obtained through the Service or any transactions entered into
through the Service.
11. LIMITATION OF LIABILITY
11.1 StarBurst Affiliates shall not be liable to the
Advertiser for any loss of profit, goodwill, business opportunity, data, information,
software, or any indirect or consequential loss arising from the Contract,
whether in contract, tort (including negligence), breach of statutory duty, or
otherwise.
11.2 StarBurst Affiliates' total liability to the Advertiser for all other
losses under the Contract, whether in contract, tort (including negligence),
breach of statutory duty, or otherwise, shall not exceed the amount paid by the
Advertiser for the Services.
11.3 Except as expressly set out in these Terms, all warranties, conditions, and
other terms implied by statute or common law are excluded to the fullest extent
permitted by law.
11.4 This clause 11 shall survive termination of the Contract.
12. Sub-Affiliates
12.1 Advertiser allows StarBurst Affiliates to promote
its offers/services through StarBurst Affiliates' sub-affiliate network.
Details regarding sub-affiliates will be provided through the sub-affiliate
parameter in StarBurst Affiliates' tracking system postback.
13. Dispute Resolution
13.1 Both parties agree to resolve any disputes in
person, with legal action as a last resort, if necessary.
14. Entire Agreement
14.1 This Agreement constitutes the entire agreement
between StarBurst Affiliates and Advertiser and supersedes all prior agreements
and understandings, whether oral or written.
15. Governing Law and Jurisdiction
15.1 This Agreement is governed by and construed in
accordance with the laws of Pakistan. 15.2 Any disputes arising from this
Agreement shall be subject to the exclusive jurisdiction of the courts of
Pakistan.
16. FORCE MAJEURE
16.1 Except for obligations to make payment hereunder,
neither party shall be responsible for any failure to perform its obligations
under this Contract if such failure is caused by events or conditions beyond
that party’s reasonable control and the party gives the other prompt notice and
makes reasonable efforts to perform.
16.2 A party whose performance is affected by a force
majeure condition shall be excused from such performance to the extent required
by such force majeure condition so long as such party uses commercially
reasonable efforts to avoid or remove such causes of non-performance and such
force majeure event does not extend beyond one (1) month.
17. Termination of Main Account
17.1 Advertiser agrees not to terminate StarBurst
Affiliates' main account in the event of any consequences arising from the
partnership. Instead, Advertiser will notify StarBurst Affiliates of the
issues, and both parties will work together to resolve them. Termination of
StarBurst Affiliates' main account by Advertiser will require proper evidence
of the reasons for such termination.
18. Anti-Fraud Measures
18.1 StarBurst Affiliates has implemented an anti-fraud
system to mitigate risks. In case of fraudulent activity, Advertiser will
promptly notify StarBurst Affiliates, and StarBurst Affiliates will take
appropriate action.
19. Chargebacks
19.1 If Advertiser initiates any chargebacks,
Advertiser must provide substantial evidence and a report demonstrating that
the leads/actions qualify as returned. Otherwise, they will not be considered
returned.
20. Confidentiality
20.1 All agreements and information shared between
Advertiser and StarBurst Affiliates shall remain confidential. Neither party
shall disclose sensitive information unless required by legal authorities or in
cases of threats or unusual actions against either party. Such information
shall be governed by a nondisclosure agreement (NDA).
21. Unusual Activity
21.1 In the event of unusual activity or breach of
terms by Advertiser, StarBurst Affiliates reserves the right to disapprove the
agreement and terminate the partnership. Advertiser shall pay any outstanding
amounts in full.
22. Termination Clauses
22.1 Leads/actions will be considered
bad/fraudulent/returned under specific circumstances, including but not limited
to unresponsiveness of consumers, incorrect traffic channels, and other
criteria as specified by StarBurst Affiliates.
23. TERMINATION
23.1 Either party may terminate this Agreement with
immediate effect by giving written notice if:
23.1.1 The other party commits a material breach of this Agreement and fails to
remedy that breach within three (3) days of being notified in writing.
23.1.2 The other party suspends or threatens to suspend payment of its debts,
is unable to pay its debts as they fall due, or is deemed unable to pay its
debts under relevant insolvency laws. 23.1.3 The other party commences
negotiations with creditors to reschedule its debts, makes a proposal, or
enters into any arrangement with its creditors.
23.1.4 A petition, notice, resolution, or order for winding up is made against
the other party. 23.1.5 The other party becomes subject to bankruptcy or
similar insolvency proceedings. 23.1.6 Any of the events listed in clauses
23.1.2 to 23.1.5 occurs in any jurisdiction to which the other party is
subject.
23.1.7 The other party suspends or ceases, or threatens to suspend or cease, to
carry on all or a substantial part of its business.
23.2 StarBurst Affiliates may terminate this Agreement with immediate effect by
giving written notice if the Advertiser fails to pay any amount due on the due
date.
23.3 Either party may terminate this Agreement by giving the other party five
(5) business days’ advance written notice.
24. CONSEQUENCES OF TERMINATION
24.1 On termination of this Agreement for any reason:
24.1.1 The Advertiser shall immediately pay all outstanding invoices and
interest to StarBurst Affiliates. For services supplied but not yet invoiced,
StarBurst Affiliates will submit an invoice payable within the agreed payment
terms.
24.1.2 StarBurst Affiliates shall repay any credit balance in the Advertiser’s account,
subject to applying any such amounts to outstanding invoices for services
supplied.
24.1.3 The termination shall not affect the accrued rights, remedies,
obligations, and liabilities of the parties, including the right to claim
damages for any breach existing at or before the date of termination.
25. ASSIGNMENT AND SUBCONTRACTING
25.1 Neither StarBurst Affiliates nor the Advertiser
may assign, transfer, charge, subcontract, or deal with any of their rights or
obligations under the Contract without the prior written consent of the other
party.
25.2 The Advertiser shall not assign, transfer, charge, subcontract, or deal
with any of its rights or obligations under the Contract without StarBurst
Affiliates' prior written consent.
26. NO PARTNERSHIP
26.1 Nothing in the Contract is intended to, or shall
be deemed to, constitute a partnership or joint venture of any kind between any
of the parties, nor constitute any party the agent of another party for any
purpose. No party shall have authority to act as agent for, or to bind, the
other party in any way.
27. THIRD PARTIES
27.1 A person who is not a party to the Contract shall
not have any rights under or in connection with it.
28. SEVERANCE
28.1 If a court or any other competent authority finds
that any provision of the Contract (or part of any provision) is invalid,
illegal or unenforceable, that provision or part-provision shall, to the extent
required, be deemed deleted, and the validity and enforceability of the other
provisions of the Contract shall not be affected.
28.2 If any invalid, unenforceable or illegal provision of the Contract would
be valid, enforceable and legal if some part of it were deleted, the provision
shall apply with the minimum modification necessary to make it legal, valid and
enforceable.
29. NOTICES
29.1 Any notice or other communication required to be
given to a party under or in connection with this Contract shall be in writing
and shall be delivered to the other party personally or sent by prepaid
first-class post, recorded delivery or by commercial courier, at its registered
office (if a company) or (in any other case) its principal place of business,
or sent by e-mail to the other party’s main e-mail address.
29.2 Any notice or other communication shall be deemed to have been duly
received if delivered personally, when left at the address referred to above
or, if sent by recorded next day delivery.
IN WITNESS WHEREOF, the parties hereto have
executed this Advertiser Agreement as of the Effective Date.