Vectorinns

Publisher Terms and Conditions

Preamble

These Terms and Conditions (the "Agreement') govern your participation as a member (the "Publisher") of the Vector Innovations Ltd. The Publisher covenants and agrees to be bound by this Agreement and Privacy Policy located at http://vectorinns.com/ as amended by Vector Innovations Ltd from time to time.

Definitions

"Client" means a client of Vector Innovations Ltd.

"Offer" means a promotional offer published by Vector Innovations Ltd on the Program Site, in an electronic mail or both, setting out an advertising offer on behalf of a Client and containing such additional terms and conditions as the Client and Vector Innovations Ltd, in their discretion, consider necessary from time to time.

"Program Site" means the website for the Program operated by Vector Innovations Ltd and situated at http://vectorinns.com/.

"Sub-Affiliate" means an independent third party contracted by the Affiliate.

The Program

Vector Innovations Ltd will permit the Publisher to participate in the Program, subject to compliance with the terms and conditions in this Agreement and in any policies established by Vector Innovations Ltd, from time to time, and incorporated by reference in this Agreement.

The Publisher will be issued a unique account id and password to access the Program Site, neither of which may be used by any person other than the Affiliate.

The Publisher may engage Sub-Affiliates to distribute Offers in accordance with the Program, provided that:

the Publisher has written approval from a Vector Innovations Ltd Representative to contract Sub-Affiliates;
a verifiable name, address and telephone number for each Sub- Publisher is delivered to Vector Innovations Ltd immediately upon request;
the proposed Sub- Publisher agrees, in form satisfactory to Vector Innovations Ltd, to abide by paragraphs 3.8, 4.3, Sections 6.4, 7, 8, 9, 10, 11 and 12 of this Agreement and the Vector Innovations Ltd Policies (collectively, the "Sub- Publisher Provisions"), as amended from time to time; and at no time will the Publisher engage a Sub- Publisher who, in the opinion of Vector Innovations Ltd is likely to bring the reputation or standing of Vector Innovations Ltd into disrepute or is otherwise unsuitable.

Any breach by a Sub- Publisher of the Sub- Publisher Provisions will be deemed a breach of this Agreement by the Affiliate.

It is expressly agreed that the parties intend by this Agreement to establish a relationship between Vector Innovations Ltd and the Affiliate, but that it is not the intention of either party to undertake a joint venture or to make the Publisher in any sense an agent, employee, or partner of Vector Innovations Ltd. The parties expressly agree that they are independent contractors, and that this Agreement does not in any way create a partnership as contemplated by the Partnership Act, R.S.B.C. 1996, c.348, nor have the parties granted to each other any right or authority to assume or create any obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner whatsoever.

It is further agreed that the Publisher has no authority to create or assume in Vector Innovations Ltd's name or on its behalf any obligation, express or implied, or to act or purport to act as its agent or representative for any purpose whatsoever and the Publisher shall not hold itself out as having any such authority.

Vector Innovations Ltd may, in its sole discretion, confirm or otherwise verify or check, the truth and accuracy of any registration information provided by Affiliate. If at any time Vector Innovations Ltd, in its sole judgment and discretion, determines the Affiliate's registration information to be misleading, inaccurate or untruthful, Vector Innovations Ltd may restrict, deny or terminate Affiliate's account, Affiliate's access and use of, and/or any benefits derived from Affiliate's participation in the Program; Vector Innovations Ltd may also withhold payment of any commissions and/or other fees that may be or become due or payable to Affiliate.

Publisher will be solely responsible for the development, operation, and maintenance of the Publisher website and for all materials that appear on the Publisher website. Such responsibilities include, but are not limited to, the technical operation of the Publisher website and all related equipment; creating and posting product reviews, descriptions, and references on the Publisher website and linking those descriptions to the Program Site; the accuracy and propriety of materials posted on the Publisher website; and ensuring that materials posted on the Publisher website do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. Vector Innovations Ltd disclaims all liability and responsibility for such matters.

Other than as provided in this Section 3, Publisher may not sublease, rent, lease, sell, resell, outsource or service any Offer, and any attempt to do so shall be null and void.

Offer

Offers will be posted to the Program Site.

Vector Innovations Ltd grants the Publisher a limited, non-exclusive, non-transferable right to download Offers from the Program Site and to publish the same on the Affiliate's websites and in electronic mail correspondence sent by the Affiliate, all of which must be done in accordance with this Agreement, Vector Innovations Ltd Policies, as amended from time to time, and any additional terms and conditions affixed to each of the said Offers.

The Publisher agrees not to modify, alter, misrepresent or embellish the Offer or any part of the Offer including without limitation any text or images provided by or on behalf of Vector Innovations Ltd or the Client in any way, directly or indirectly, without the express prior written consent of Vector Innovations Ltd.

Compensation

Vector Innovations Ltd will pay to the Publisher a commission (the "Commission"), calculated in accordance with the payment terms outlined in each Offer posted by Vector Innovations Ltd on the Program Site. Vector Innovations Ltd applies either monthly NET 15 or weekly NET 7 payment plans at its sole discretion, unless mutually agreed otherwise. Notwithstanding of the selected payment method (e.g. paypal, payoneer, webmoney etc.) the Publisher shall provide Vector Innovations Ltd with their actual bank details.

Commissions will be paid to the Publisher only following receipt by Vector Innovations Ltd of payment from the Client in respect of such Offer published in the Program online reporting system. Vector Innovations Ltd may, in its sole discretion and from time to time, elect to advance to the Publisher part or all of the Commissions prior to receipt of payment from the Client, but in no event will Vector Innovations Ltd be obligated to do so.

The Publisher acknowledges and agrees that payment of Commissions may be delayed where the Publisher has not provided Vector Innovations Ltd with current particulars in accordance with paragraph 7.2(m) of this Agreement and that in no case will Vector Innovations Ltd be liable to the Publisher for any loss, costs or expenses directly or indirectly incurred by the Publisher as the result of such delay.

Minimum amount that can be paid to the Publisher in a given billing period must exceed US$500.00 (Five Hundred US Dollars). Payment in the amount less than US$500.00 is possible in case of termination of the Agreement mutually agreed by the parties or its cancelation that is not related to any breach of contractual provisions or applicable laws by the Affiliate, or upon individual agreement between the parties.

Commissions due and payable by Vector Innovations Ltd to an Publisher will not accrue interest.

Payments to an Publisher in accordance with this Section will be based upon the records kept by Vector Innovations Ltd and reported in Vector Innovations Ltd's online reporting system and audited by the Clients, from time to time.

Fraud

If Vector Innovations Ltd determines, in its sole discretion, that the Publisher or Sub- Publisher has engaged in any activity that Vector Innovations Ltd considers to be fraudulent or which might bring the reputation or standing of Vector Innovations Ltd into disrepute either with the general public or with the Clients or potential Clients of Vector Innovations Ltd, or otherwise that the Publisher or Sub- Publisher has engaged in activities which might be considered fraudulent, Vector Innovations Ltd may but will not be obligated to (a) suspend or terminate the Affiliate's membership in the Program, without notice and (b) release to a regulatory body or any governmental authority, information relating to the identity and location of the Publisher if required to do so in order to comply with existing legislation.

In the event of suspension or termination in accordance with paragraph 6.1 above, any Commission due and payable to the Publisher in accordance with Section 5 at the time of suspension or termination will be deemed to be forfeited.

For the purposes of this Agreement, fraudulent activity includes but is in no way limited to:

activity by the Publisher or anyone for whom in law the Publisher is responsible which is directly or indirectly intended to inflate the Commissions payable to the Affiliate;
the generation of leads other than by a mechanism approved by Vector Innovations Ltd;
activity by the Publisher or anyone for whom in law the Publisher is responsible which is not in accordance with the Program;
activity which is determined by the Client, in its discretion, to be fraudulent.

Vector Innovations Ltd may at any time audit Publisher for compliance purposes. Publisher agrees to provide Vector Innovations Ltd with any reasonable information necessary to conduct an investigation into Affiliate's compliance with law and this Agreement.

Covenants, Representations and Warranties

The Publisher represents and warrants that:

it has the authority and capacity to enter into and to be bound by this Agreement;
to the best of its knowledge, there are no existing, pending or threatened claims or actions pending against the Affiliate;
none of the Affiliate's websites contain false or deceptive advertising or any machine readable code including without limitation any virus, Trojan horse, work or other self-executing program;
it owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on or through its website or websites and in its electronic mail; and it is not now a party to any agreement or business relationship which may conflict with this Agreement.

The Publisher covenants and agrees that:

it will, at all times, comply with all laws applicable in the jurisdiction where the Publisher is situated and also where the Publisher directly or indirectly conducts its business or markets an Offer;
it will not enter into any agreement or business relationship or otherwise incur any obligation which might, in the opinion of Vector Innovations Ltd, conflict with this Agreement;
it will, at all times, comply with the terms of this Agreement, and Vector Innovations Ltd Policies, as updated, amended and replaced by Vector Innovations Ltd, from time to time, in its sole discretion;
it will not, without the express written consent of Vector Innovations Ltd, use or permit any person for who it is in law responsible to use any third-party trade-names or trade-marks;
it will not publish on any website or send in any electronic mail a universal resource locator or other link to any content or otherwise engage in or condone any practice, which, in the opinion of Vector Innovations Ltd is deceitful, defamatory, libelous, abusive, violent, prejudicial, obscene, likely to bring the reputation or standing of Vector Innovations Ltd into disrepute, or which otherwise would be illegal;
it will at all times comply with the terms and conditions of any agreement or policy established by an Offer in which the Publisher elects to participate;
it will at all times comply with the provisions of the CAN-SPAM Act of 2003, as amended or replaced, from time to time;
it will not post any content relating to the Offer to any Usenet newsgroup, chat room, bulletin board or ‘blog' (save and excepting a chat room, bulletin board or blog which is operated or primarily owned by the Affiliate) without the express written consent of Vector Innovations Ltd;
it will be responsible for the development, operation and maintenance of its website or websites and electronic mail, including without limitation the technical operation thereof, the creation, publication and accuracy of any content published on any such website or websites or in any electronic mail;
it will not attempt in any way to alter, modify, eliminate, conceal or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from Vector Innovations Ltd;
it will not "frame" or "mirror" any part of any pages hosted by the Client unless expressly permitted by Vector Innovations Ltd and the Client;
it will not alter any website or electronic mail content provided by Vector Innovations Ltd; and it will, at all times and from time to time provide Vector Innovations Ltd with written confirmation of a valid address, telephone number, electronic mail address and such other identifying or financial information as Vector Innovations Ltd may reasonably require;
it will not, at all times, overload or overburden Vector Innovations Ltd’s tracking system in any manner whatsoever, without limitation, making unreasonably frequent or multiple or heavyweight queries and by no means shall the amount of daily API calls exceed 500 unless expressly agreed with a Vector Innovations Ltd representative.

Indemnification

The Publisher covenants and agrees to indemnify and save harmless Vector Innovations Ltd, its parent company and their respective shareholders, directors, officers, and employees (collectively, the "Indemnified Group") from and against any and all claims or judgments, including all associated legal fees, expenses and disbursements actually incurred, arising out of any breach of this Agreement by the Publisher or any Sub- Publisher or the exercise by the Publisher of any right under this Agreement or any act or omission of the Affiliate, a Sub- Publisher or anyone for whom the Publisher is in law responsible, including without limitation any damages, losses, consequential or otherwise, arising in any manner (including those arising from or incidental to any liability or other lawsuit, claim, demand or other action brought) as a consequence of any act or omission of the Publisher or any person for whom the Publisher is in law responsible, whether or not the Indemnified Group or any of them are named as a party defendant in any such proceedings and whether or not the Indemnified Group or any of them are alleged to be negligent or otherwise responsible for any damage or injury to persons or property. The obligation of the Publisher to defend and indemnify as set out in this paragraph will survive termination of this Agreement for any reason and will not be otherwise limited by any other term or condition of this or any Agreement. Vector Innovations Ltd may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate. Vector Innovations Ltd may participate in the defense of all claims as to which it does not assume defense and control, and Publisher shall not settle any such claim without Vector Innovations Ltd's prior written consent.

Disclosure of Information

Vector Innovations Ltd or its directors, may, from time to time, disclose to the Publisher certain information relating to Vector Innovations Ltd's business or to Vector Innovations Ltd's Clients, subsidiaries, Affiliates, agents, or employees; business and marketing plans, strategies and methods which may not be standard industry practice or which are not generally known in the industry; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of Vector Innovations Ltd (all collectively referred to as the "Confidential Information"). The Publisher acknowledges that Confidential Information will be provided at the sole discretion of Vector Innovations Ltd, and nothing in this Agreement obligates Vector Innovations Ltd, its directors, agents or employees to disclose or grant to the Publisher access to any Confidential Information.

Unless expressly authorized in writing by Vector Innovations Ltd, the Publisher covenants and agrees:

to use the Confidential Information only for the purposes expressly contemplated in this Agreement; and that no Confidential Information will be disclosed to any third party, affiliate, subsidiary, Sub-Affiliate, agent, or employee of the Publisher without the prior written consent of Vector Innovations Ltd, which may be unreasonably and arbitrarily withheld.

The Publisher acknowledges that Vector Innovations Ltd remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Publisher agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of Vector Innovations Ltd.

Upon termination of this Agreement, or otherwise on demand by Vector Innovations Ltd, the Publisher agrees that it will promptly deliver to Vector Innovations Ltd all notes, data, tapes, reference items, sketches, drawings, memoranda, records, diskettes, electronic communications in any form and any other materials in any way relating to any of the Confidential Information in the possession of the Publisher or any affiliate, subsidiary, Sub-Affiliate, agent, or employee of the Affiliate.

The Publisher acknowledges and agrees that:

the provisions of this Section and the Affiliate's agreement with the same are of the essence and constitute a material inducement to Vector Innovations Ltd to enter into this Agreement;
the provisions of this Section shall be construed independently of any other provision of this Agreement, and the existence of any claim or cause of action the Publisher may have against Vector Innovations Ltd, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Vector Innovations Ltd of the provisions of this Section;
that any breach of this Section would cause irreparable harm to Vector Innovations Ltd for which damages might not be an adequate remedy, and the Publisher therefore agrees that in the event of any such breach Vector Innovations Ltd will be entitled to seek, in addition to any other right accruing to Vector Innovations Ltd under this Agreement or otherwise in law or equity, injunctive relief against the Publisher without the necessity of proving actual damages; and notwithstanding any other provision of this Agreement, this Section shall survive the termination of this Agreement, however caused.

The Publisher agrees to indemnify and save harmless Vector Innovations Ltd against any and all loss, costs or expenses, inclusive of court costs and legal fees on a solicitor and own client basis, which Vector Innovations Ltd may incur as the direct or indirect result of any unauthorized disclosure of the Confidential Information by the Publisher or any person for whom the Publisher is responsible, in law.

Non-Competition

During the term of this Agreement and for a period of six (6) months thereafter, the Publisher will not seek, in any way, to undermine the goodwill of Vector Innovations Ltd, and in particular, the Publisher will not, directly or indirectly (1) solicit or entice or attempt to solicit or entice any of the employees of Vector Innovations Ltd to enter into employment service with the Publisher or a competitor of Vector Innovations Ltd; or (2) directly or indirectly enter into any agreement or contract, written or otherwise, with any Client or otherwise provide services to any third party for the ultimate benefit of a Client which might, in the opinion of Vector Innovations Ltd, compete with any services provided by Vector Innovations Ltd to that Client; or (3) solicit, engage, contract, license, or work with any client whose offer it or any of its Sub-Affiliates marketed hereunder without the prior written approval by an authorized party at Vector Innovations Ltd.

Publisher agrees and understands that Vector Innovations Ltd has incurred significant expense forming Vector Innovations Ltd's Publisher network and in providing services for the benefit of its Clients, and Publisher agrees and understands that in the event of a breach by Publisher of this section, Publisher shall pay Vector Innovations Ltd as liquidated damages an amount equal to Vector Innovations Ltd's profits for the preceding 6 (six) months generated by the campaigns for such Client. The liquidated damage remedies provided herein in this section shall not preclude Vector Innovations Ltd from seeking injunctive relief.

Disclaimer and Limitation of Liability

Vector Innovations Ltd disclaims all warranties, conditions, representations, indemnities and guarantees with respect to any matter, whether express or implied (including without limitation any warranty of profitability, satisfactory quality, merchantability, fitness for any particular purpose, title and non-infringement).

Publisher acknowledges and agrees that any determination by Vector Innovations Ltd of whether or not given advertising materials and/or creatives are accurate, appropriate and do not violate any applicable law is based solely on the designation made to Vector Innovations Ltd by the relevant Client and that Vector Innovations Ltd is not responsible for any given Advertising Materials being misdesignated by the relevant Client.

Notwithstanding any other provision of this Agreement, Vector Innovations Ltd additionally disclaims all obligations and liabilities on the part of Vector Innovations Ltd and those for whom it is in law responsible for any damages, including, but not limited to, indirect, special, and consequential damages, attorneys' and experts' fees, and court costs (even if Vector Innovations Ltd has been advised of the possibility of such damages, fees or costs), arising out of or in connection with this Agreement.

In no circumstance will Vector Innovations Ltd be liable to the Publisher for any consequential, indirect, special, punitive or incidental damages or lost profits of the Publisher or the Affiliate's successors or assigns (including without limitation claims for loss of goodwill, use of or reliance on the services provided hereunder, stoppage of other work or impairment of other assets) arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. Without limiting the generality of the foregoing, any liability of Vector Innovations Ltd shall be limited to the total amount paid to Publisher by Vector Innovations Ltd under this Agreement during the last six (6) billable months preceding the liability. Without limiting the foregoing, Vector Innovations Ltd will not be liable for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, actions or inaction of Publisher or third parties, Affiliate's equipment or software and/or any third party equipment or any other condition affecting production or delivery in any manner beyond the control of Vector Innovations Ltd.

Termination

Either party may terminate this Agreement, at any time, on forty-eight (48) hours’ Notice to the other party. If Vector Innovations Ltd believes the Publisher has breached this Agreement, it reserves the right to suspend the account of the Publisher immediately. The account can later be restored if the situation is resolved amicably.

Notwithstanding termination of this Agreement for any reason, the Publisher covenants and agrees that it will continue to be bound by the terms and conditions set out in Sections 6, 8, 9, 11, 12 and 14.1 of this Agreement.

The agreement shall be entered for an indefinite term, unless terminated by either party.

General

Vector Innovations Ltd may assign this Agreement without the Affiliate's prior consent. The Publisher may not assign this Agreement without the express written consent of Vector Innovations Ltd.

Vector Innovations Ltd reserves the right to change, amend or alter this Agreement at any time, for any reason, or for no reason at all, at its sole discretion. The most recent version of this Agreement will be posted on Vector Innovations Ltd website and in the respective section of the Program tracking platform. Although Vector Innovations Ltd may provide notice of material changes to this Agreement to the Publisher but it is the Affiliate’s sole responsibility to keep themselves informed of any such changes or amendments.

Any notice or other communication ("Notice") permitted or required by this Agreement will be in writing and given by personal delivery or transmitted by facsimile or electronic mail to the receiving party at the address provided to Vector Innovations Ltd by Publisher in its Vector Innovations Ltd Program account. Any such Notice will be deemed to have been received on the date on which it was transmitted by facsimile or electronic mail or delivered.

No term or condition of this Agreement will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by both parties.

In the event that any term, covenant or condition of this Agreement is declared indefinite, invalid, illegal or unenforceable by a court having jurisdiction then this Agreement with respect to the remaining terms, covenants or conditions will continue in force.

This Agreement will inure to the benefit of and be binding upon the respective successors, heirs and assigns of both Vector Innovations Ltd and the Affiliate.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement, supersedes any previous or contemporaneous representations, negotiations, understandings, and agreements, oral or written.

This Agreement shall be governed by, construed and enforced in accordance with the laws of England and Wales; all matters concerning the performance thereof shall be construed, interpreted, applied and governed in all respects in accordance with the laws England and Wales. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be London, UK. The language to be used in the arbitral proceedings shall be English.

Vector Innovations Ltd DOES NOT GUARANTEE THAT THE PUBLISHER OR ANY THIRD PARTY WILL BE ABLE TO ACCESS Vector Innovations Ltd WEBSITE AT ANY PARTICULAR TIME. Vector Innovations Ltd SERVICES ARE PROVIDED ON AN “AS-IS, AS-AVAILABLE” BASIS. EXTERNAL FACTORS AND/OR FACTORS BEYOND Vector Innovations Ltd CONTROL MIGHT CAUSE SERVICE DISRUPTIONS AT TIMES FOR WHICH Vector Innovations Ltd MIGHT NOT HAVE ANY POWER OVER.