Last Updated: 12th April 2019
This the Client Agreement (“Agreement”) stipulates terms and conditions between Flyhighsoft LP (Suite 1/1 34 St Enoch Square, Glasgow, Lanarkshire, G1 4DF, UK (further referred to as Flyhighsoft), a company who owns and administers Adserver.Online, and the party – Adserver.Online user (further referred to as “Client”) regarding the participation in the reselling programme offered by Adserver.Online.
This Agreement governs the Client’s participation in the Adserver.Online reselling programme described herein (the “Programme”).This Agreement constitutes an integral part of Terms and Conditions for using Adserver.Online (the “Terms and Conditions”). In areas not covered by this agreement provisions of Adserver.Online Terms and Conditions shall apply. In the event of any inconsistency between this Agreement and the Terms and Conditions, the terms of this Agreement shall prevail.
If you decide to participate in this reselling programme you confirm that you have read and understood this Agreement in full and agree to be bound by these Terms and Conditions.
This agreement is effective as of the date Client registers as a participant of the programme.
1. Offer and Promotion
1.1. In accordance with this Agreement, the Client may refer Adserver.Online to its potential users. For each valid referral (as defined below) Flyhighsoft shall pay the Client a Referral Fee.
1.2. Clients are provided with their unique referral links in the Billing/Reselling Programme menu (Referral Link) as the means of Adserver.Online promotion. The Referral Link is also used to properly identify users referred by the Client.
1.3. Each Client participating in Adserver.Online Reselling Programme must adhere to the following promotion rules and limitations:
1.3.1. In order to promote Adserver.Online the Client agrees to use Referral Links and/or materials provided by Adserver.Online only. Using other materials and posting links to third party websites Clients do not have control over may be considered a material breach of this Agreement unless written permission is granted by Adserver.Online. The definition of third-party websites under this Section also includes social media websites, including but not limited to Reddit, Instagram, Facebook, and Twitter.
1.3.2. The Client is not allowed to post any refunds, credits, promotions, or discounts, or other content concerning Adserver.Online, unless Adserver.Online has given the Client prior written permission by an approved representative in each instance. Clients may ONLY use coupons, discounts, and promotions that are provided solely and exclusively by the reselling programme. If the Client chooses to use custom advertising and/or promotional material that he, she, or a third-party created in execution of the obligations set forth in this Agreement, these materials MUST be approved in advance in writing by an authorized representative of Adserver.Online or Flyhighsoft. Any violations of the terms involving links, coupons, refunds, credits, promotions, or discounts shall constitute a material breach of this Agreement, and may result in Client’s termination from the programme or withholding of one or more commissions.
1.3.3. EXCEPT AS PERMITTED ABOVE THE CLIENT SHALL NOT AND IS NOT AUTHORIZED TO (i) USE ADSERVER.ONLINE TRADEMARK, NAME OR ANY OF OUR INTELLECTUAL PROPERTY (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING), WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE OUR IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEYWORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) CAUSE OR CREATE OR ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF OUR IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING; AND (iv) USE ANY SOCIAL MEDIA, SEO, PPC, OR SEM TO PROMOTE THE SERVICE. THE CLIENT'S USE OF OUR IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER (IN ADDITION TO BEING A BREACH OF THIS AGREEMENT) SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF OUR TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING WITHOUT LIMITATION, TREBLE DAMAGES FOR KNOWING OR WILLFUL INFRINGEMENT), AND THE OBLIGATION TO PAY OUR LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH WE SEEK TO ENFORCE OUR RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF OUR INTELLECTUAL PROPERTY RIGHTS.
1.3.4. The Client shall display and use their Referral Link an/or any other promotional materials in a way (i) that does not state or imply that Client's website was established or is maintained by Adserver.Online; (ii) that does not state or imply that the Client is an authorized representative of Adserver.Online; (iii) that does not include the term “official” or any similar phrasing in reference to any promotional materials displayed or used by the Client; and (iv) that does not in any way mislead or deceive others.
1.3.5. Adserver.Online reserves the right to inspect and monitor the Client's promotion methods. Further, Adserver.Online reserves the right to require that the Client stops displaying or using any Adserver.Online links and/or materials on certain websites, if any displays or uses, at the sole discretion of Adserver.Online, is inconsistent with the reselling programme.
1.3.6. The Client also agrees not to post their Referral Link in any third party's newsgroups, blogs, unsolicited e-mail chains, link farms, chatrooms, or guestbooks in cases where the content or content of the discussion is not related to the services offered by Adserver.Online as well as the rules of the third party platform. Clients may include the Referral Link on websites which are discussing advertising services or in a relevant forum signature. Clients agree to never use automated bots to contribute comments containing Adserver.Online links.
1.3.7. The Client should not mimic, clone or create a similar version of the Adserver.Online website.
1.4. A Referral (referred Adserver.Online user) must satisfy each of the following criteria:
- the referred Adserver.Online user must register at Adserver.Online website via the Client's Referral Link, provide all necessary details subject to Terms and Conditions, choose a paid plan and remit successfully at least one payment;
- each referred Adserver.Online user must be considered a new and unique visitor to the Adserver.Online website and must register by completing and submitting the Registration information using valid and unique account information. No referral fees will be paid for current and past Adserver.Online users;
- the referred new Adserver.Online user must not be a related entity to referring party or its other/new account;
- Flyhighsoft must receive from the referred Adserver.Online user all due payments in due time in accordance with the Terms and Conditions and none of these payments should be subject to a chargeback, refund, cancellation, credit and/or otherwise recognized as a false transaction. In the event of a chargeback(s), no commission will be provided to the Client and all administrative costs for the chargeback(s) will be deducted from the Client’s commission.
- the referred Adserver.Online user must use Adserver.Online constantly starting from the date of registration (base on the rules specified in clause 1 above) without any interruptions.
- referred users should be provided with the exact same promotion Adserver.Online offers at the time, otherwise Adserver.Online will NOT pay a commission on that referred user.
- all the foregoing occurs during the Client’s period of participation in the programme;
2.1. The Referred Adserver.Online user is automatically qualified for the programme if he meets all conditions described in section 1.4. above and the Client referring him is eligible for Referral Fee (further described in section 3).
2.2. In case of breach of conditions described in section 1.4.4 and 1.4.5. above Referred Adserver.Online user will be removed from the programme and his future usage of Adserver.Online will not be considered in the Programme.
2.3. Any Client whose actions are not consistent with the intent of the programme (i.e. intentionally referring related parties or his own accounts, referring fraud accounts) will be immediately removed from the programme and any accrued Referral fee accrued will be canceled.
2.4. Flyhighsoft reserves the right to deny or terminate access to the programme to any Client, Referred Adserver.Online User or to terminate the programme at any time, in its sole discretion. All accrued fees will remain to be settled.
3.1. For each qualified Referred Adserver.Online user, the Client shall be paid a commission based on actual monthly payments, including overages, made by the referred Adserver.Online user (Referral Fee).
The current referral fee rate is indicated on Adserver.Online website in Billing/Reselling programme menu. The referral fee is calculated at the moment of each successful payment made by the Referred Adserver.Online User. Monthly referral fee per Referred Adserver.Online User is limited to 200 (two hundred) USD.
3.2. All amounts calculated based on rules described in clause 3.1 are accrued on Clients Adserver.Online account and indicated as a balance. In case the Client is an active Adserver.Online user this balance will be first used to cover Client’s fee for using Adserver.Online.
3.3. Client acknowledges and agrees that if the Referral Fee does not exceed the total fee due for Client’s use of Adserver.Online on the moment of issuing the invoice, Client shall receive only a discount equivalent to the Referral Fee and is not entitled to receive any payouts. The Referral Fee will reduce the amount to be invoiced for Client’s use of Adserver.Online.
3.4. The Referral Fee exceeding the total fee due for Client’s use of Adserver.Online shall be accrued on Client’s account in Adserver.Online and used for the future use of the service. The Client may request to receive outstanding Referral Fee via PayPal by sending an email to [email protected] and after obtaining the approval Client needs to send an invoice for the referral payout amount.
3.5. The Client shall provide Flyhighsoft with a PayPal account. This account will be used by Flyhighsoft to make payouts to the Client. The Client holds full responsibility ensuring the account information provided is accurate and up to date. Flyhighsoft will not be responsible for any payments not received due to Client's failure to provide accurate and complete account information for payments;
3.6. If requested and approved, the Referral Fee shall be paid within 30 days from the invoice date. The Referral Fee shall be subject to payout if total accrued liability from Flyhighsoft to Client is above 100 (one hundred) United States Dollars. Flyhighsoft reserves the right, in its sole discretion not to pay any Referral Fees to Client where Flyhighsoft determines Client’s actions are not consistent with the intent of the programme.
3.7. Client shall pay all applicable sales, use, transfer or other taxes and all duties, whether international, national, state or local, however, designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding, however, income taxes on profits which may be levied against Flyhighsoft. Client shall reimburse Flyhighsoft for the amount of any such taxes or duties paid or accrued directly by Flyhighsoft as a result of this transaction.
3.8. All activities related to the calculation of the Referral Fee or to the payment thereof shall be performed via Adserver.Online.
3.9. All amounts referenced or payable under this Agreement are in U.S. Dollars.
3.10. All amounts referenced or payable under this Agreement are considered to be gross amounts (i.e. including all applicable taxes, in particular, VAT).
Clients who purchase plans through the programme will be deemed to be clients of Flyhighsoft. Accordingly, all rules, policies and operating procedures concerning client orders will apply to those clients. Flyhighsoft may change its policies and operating procedure at any time. Prices and availability of Flyhighsoft’s products may vary from time to time.
Both Client and Flyhighsoft, are entering this agreement as independent contractors, and in no way are entering a formal partnership or joint venture. The Client has no authority to represent Flyhighsoft on its behalf, make or discuss offers, or act as a representative of Flyhighsoft.
Flyhighsoft reserves the right, in its discretion, to change, terminate or modify all or any part of the programme or this Agreement at any time. Changes will not apply retroactively and will become effective not sooner than 14 days after they are posted. Modifications concerning Referral Fee or payment thereof come into force on a specified date not sooner than 14 days after they were made public. Continued participation in the referral programme after such notice constitutes Client’s binding acceptance of the terms and conditions in this Agreement, including any changes or modifications made by Flyhighsoft.
7.1. Either Party may terminate this Agreement at any time by providing notice to the other Party. Regardless of the circumstances, such termination shall not give rise to liability.
7.2. Client’s participation in the programme and this Agreement are effective as long as the Client is registered as an Adserver.Online user.
7.3. In the event of termination, the Client will only receive Referral Fees that were earned in full for a Referral that occurred prior to the effective termination date.
8.1. EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAMME AND REFERRAL LINKS ARE PROVIDED “AS IS” AND AT CLIENT’S OPTION AND RISK AND FLYHIGHSOFT DOES NOT GUARANTEE ANY RESULTS.
8.2. CLIENT ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE REFERRAL LINKS OR THEIR PARTICIPATION IN THE PROGRAMME. IN NO EVENT SHALL FLYHIGHSOFT OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSORS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT OR THE REFERRAL PROGRAMME, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE REFERRAL LINKS, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF FLYHIGHSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. IN ANY EVENT, FLYHIGHSOFT TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE REFERRAL LINKS OR PARTICIPATION IN THE PROGRAMME IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO 50 USD.