This agreement ("Agreement") is entered into between the Advertiser ("Advertiser") and A3 Revenues, a reputable advertising network registered and incorporated in Israel ("A3 Revenues").
1. Introduction
1.1 A3 Revenues provides the Advertiser with the opportunity to distribute Ads (as defined below) through its advanced advertising platform, known as the A3 Revenues Partner Network ("Partner Network"). This Agreement governs the terms and conditions under which the Advertiser may utilize the services provided by A3 Revenues. By enrolling as an advertiser and utilizing the A3 Revenues Partner Network, the Advertiser, along with its agents, representatives, employees, and any other person acting on its behalf, agrees to be bound by the terms and conditions set forth in this Agreement.
2. Definitions
In this Agreement, the following terms shall have the following meanings, unless otherwise specified:
3. General Provisions
3.1 This Agreement shall be deemed effective upon the Advertiser's signature. Unless terminated in accordance with clause 15 of this Agreement, the terms and conditions herein shall remain in full force and effect.
3.2 The Advertiser represents and warrants that all information provided during the signup process is accurate and true to the best of its knowledge. It is the sole responsibility of the Advertiser to keep all user account information up to date. Failure to provide accurate information may result in account termination, as outlined in clause 15.
3.3 Acceptance into the A3 Revenues Network is at the sole discretion of A3 Revenues, and A3 Revenues reserves the right to refuse applications. The Advertiser hereby consents to A3 Revenues using the Advertiser's details and personal data for the purpose of conducting necessary factual checks to confirm the Advertiser's identity, suitability for the A3 Revenues Network, and any other relevant matters connected to the Advertiser's application and subsequent activities as an A3 Revenues advertiser.
3.4 Upon acceptance into the A3 Revenues Network, the Advertiser will be required to undergo Know Your Customer (KYC) validation. This process entails submitting two forms of valid compliance documentation:
3.4.1 Tax residency certificate
3.4.2 Company Registration Document
3.5. KYC Documentation is held privately by A3 Revenues and will be reviewed and assessed by A3 Revenues' compliance team, who have full discretion in evaluating the authenticity and acceptability of the provided documentation. A3 Revenues reserves the right to request additional documentation in specific cases or refuse the Advertiser.
3.6. The Advertiser is required to provide a billing address to A3 Revenues' Network, which will be verified by the A3 Revenues compliance team.
3.7. The Advertiser may be requested to conduct a test bank transaction for validation purposes, with the transaction amount being accounted for future A3 Revenues services.
3.8. This Agreement constitutes the entire agreement between the parties and supersedes any prior oral or written agreements or understandings. Any modifications or amendments to the Agreement must be made in writing and signed by both parties, including the corresponding Insertion Order (IO).
4. Relationship
4.1. As of the Effective Date of this agreement, the Advertiser agrees to pay for and accept the services identified and described in the Agreement ("Services"), and A3 Revenues agrees to provide the Services.
4.2. Subject to the terms of this Agreement, the Advertiser is granted permission to create a Program on a3revenues.com and link to a designated page or advertisement hosted by the Advertiser, containing advertising and marketing materials for use by A3 Revenues' Publishers in promoting the Advertiser's products or services.
4.3. The Advertiser is solely responsible for the content of their Marketing Materials and how they are used by A3 Revenues' Publishers to promote the Advertiser's products and/or services.
4.4. The Advertiser agrees not to engage in the following activities:
4.4.1. Linking to any website that contains or promotes libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking, or similar content.
4.4.2. Violating any applicable privacy laws regarding physical or digital data/records.
4.4.3. Engaging in any illegal activity.
4.4.4. Offering goods or services or engaging in spamming or unsolicited commercial email that is not permitted by law or linking to websites that do so.
4.4.5. Engaging in spamming, indiscriminate advertising, or unsolicited commercial email, or violating laws governing commercial email and digital communications.
4.4.6. Introducing viruses, malware, worms, Trojan horses, key-loggers, spyware, or any other software intended to damage others' property or violate information security laws.
4.4.7. Distributing, selling, disclosing, marketing, or in any way sharing data owned or possessed by the Advertiser without full consent from the data owner, including data obtained through the A3 Revenues Network and the Advertiser's account.
4.5. A3 Revenues may not review all content on the Advertiser's website. The Advertiser is fully responsible for their website's content and the goods and/or services promoted and/or sold on the website, ensuring compliance with applicable laws regardless of the Advertiser's location. A3 Revenues assumes no liability for the practices of any specific Advertiser or Publisher or for the content of their websites, posts, emails, or other communications using the A3 Revenues Network.
4.6. The Advertiser shall indemnify A3 Revenues against all costs (including, but not limited to, legal costs), claims, losses, damages, defamation, and awards suffered or incurred by A3 Revenues in relation to the Advertiser's website content, posts, emails, or similar communications and the goods and/or services promoted and/or sold through the Advertiser's website. This includes claims, losses, damages, and awards arising from non-compliance of the Advertiser's website, its content, and/or the goods and/or services marketed and/or sold through it with all applicable laws.
4.7. The Advertiser is solely responsible for identifying and verifying the legality and legitimacy of any product and/or service they offer in each specific territory in which they choose to promote. Additionally, the Advertiser is solely responsible for managing and optimizing the geographic origin of all traffic sent to the Advertiser's Program on the A3 Revenues Network.
4.8. The Advertiser acknowledges that A3 Revenues assumes no responsibility for unwanted actions and traffic generated by Publishers through the Advertiser's Program(s) based on the Advertiser's settings.
4.9. The Advertiser warrants and represents that: (a) it possesses all right, title, and interest in the Ads; (b) the use of the Ads and Marketing Materials by A3 Revenues and its Publishers as contemplated and authorized in this agreement will not infringe on any copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy; and (c) all Ads and Marketing Materials comply with all applicable laws, regulations, and ordinances ("Laws") of any jurisdiction in which the Advertiser conducts business.
4.10. Advertiser Program Details: The details of the Advertiser Program and any Programs shall be included in the Advertiser's Program listing on the A3 Revenues Network. The Advertiser is responsible for providing accurate and up-to-date information about their Program, including rates, types of traffic, hold time, Post Click Cookie lifetime, etc. In the event of changes to the Advertiser Program Details, the Advertiser must contact A3 Revenues via email at [hello@a3revenues.com]. The Advertiser's Program segmentation and specifications will be reviewed and published on the A3 Revenues Network. Any conflicting terms and conditions on the Advertiser's listing that contradict A3 Revenues' Terms and Conditions shall be void.
4.11. Positioning of the Ads within the A3 Revenues Network is at the sole discretion of A3 Revenues and its Publishers. A3 Revenues does not guarantee the availability, timing, or placement of the Advertiser's Ads within the Network. A3 Revenues reserves the right to reject any Ad, page, link, or Marketing Material at any time for any reason. A3 Revenues also reserves the right to remove any of the Advertiser's Ads or Marketing Materials if they violate A3 Revenues' policies/terms or may result in liability for the A3 Revenues Network. A3 Revenues has the authority to reject any URL link embedded within any Ad. A3 Revenues' failure to reject or cancel any Ad does not constitute acceptance of the Ad or Marketing Material and does not negate other provisions of the agreement, specifically regarding liability.
4.12. The Advertiser grants A3 Revenues and its Publishers a non-transferable, royalty-free, worldwide license to display and link to their website or website content, including all trademarks, service marks, trade names, copyrighted material, and other intellectual property rights, for the limited purpose of promoting their program. This grant is subject to the terms and conditions of this agreement. A3 Revenues shall not be held liable or assume any responsibility for any costs, damages, or losses incurred due to improper use or distribution of these resources.
4.13. Technical integration between the Advertiser and A3 Revenues is required to ensure the proper functioning of A3 Revenues' tracking system.
4.14. A3 Revenues may contact the Advertiser through email, telephone, post, SMS, social media networks, or any other appropriate means of communication for feedback related to the services provided under this Agreement and/or for marketing purposes regarding other services offered by A3 Revenues or its affiliated entities.
4.15. The Advertiser is responsible for ensuring compliance with all applicable laws, including sanctions, in the relevant jurisdictions, independently and on their own accord.
5. Payment Model and Reporting
5.1. The Advertiser shall remit the agreed-upon fee to A3 Revenues for the services rendered, in accordance with the Service Details outlined in this agreement and the final data agreed upon by both Parties.
5.2. For the purpose of lead confirmation, A3 Revenues shall provide a monthly report to the Advertiser via email before the 5th day of the month following the reporting month. The Advertiser is required to review and confirm the reported numbers. Failure to confirm the numbers within 30 days may result in the suspension of the advertising company by A3 Revenues until the necessary data is provided. The Advertiser must confirm the numbers no later than 90 business days from the date the monthly report was sent by the A3 Revenues Network. Upon the expiration of this period, all leads will be deemed approved and must be paid for.
5.3. The Advertiser shall make a full payment of 100% of the payable amount for the accounting period within 30 business days from the date of invoicing. The Advertiser is responsible for any commission payment associated with the payment transfer.
5.4. Any taxes levied on either Party shall be borne by the respective Party in accordance with the applicable tax laws in the relevant territory. All fees due to A3 Revenues under this Agreement are exclusive of VAT. If VAT is applicable, the Advertiser shall bear the applicable VAT. The fees paid by the Advertiser to A3 Revenues should be made free and clear of VAT deductions. If a reverse-charge mechanism applies, or if the Advertiser needs to withhold VAT in the country where it is VAT registered, the Advertiser shall provide its VAT number to A3 Revenues and be liable to account for and pay such VAT to the relevant tax authorities. All payments of fees to be made by the Advertiser to A3 Revenues under this Agreement shall be paid without set-off, counterclaim, or deduction, unless strictly required by applicable law, such as a legal requirement to withhold taxes.
6. Reporting and Tracking Codes / Pixels Maintenance
6.1. The Parties hereby agree to utilize A3 Revenues' tracking system for accurate accounting of the services provided under this agreement, including lead registration and statistical processing. The data generated by the aforementioned system will be used to determine the scope of services and estimate the associated pricing, unless otherwise mutually agreed upon.
6.2. The Advertiser shall ensure the proper maintenance of Tracking Solutions on their end throughout the duration of this agreement, until its expiration or termination. The Tracking Solutions must be implemented at all points of sale, including online, telephone, and mail order. Regarding each sales channel, such as telephone and mail orders, the Advertiser shall ensure the continuous functionality of the Tracking Solutions throughout the sales process, allowing for accurate source identification. Failure to comply with this requirement shall be considered a breach of contract by the Advertiser, entitling A3 Revenues to suspend the Advertiser's access to the A3 Revenues Network, without prejudice to any other rights and remedies available to A3 Revenues.
6.3. In the event that the Tracking Solutions become non-operational for any period, A3 Revenues reserves the right to immediately suspend the Advertiser's Program and seek compensation from the Advertiser. Such compensation will be based on any costs incurred by A3 Revenues and relevant Advertiser Fees, in addition to an average calculation of Publisher's Commission earnings over a 4-week period.
7. Fraud
7.1. The Advertiser acknowledges and agrees that A3 Revenues shall not be held liable for any fraudulent activities committed by the Advertiser, Publishers, or end-user consumers. Furthermore, the Advertiser agrees to fulfill payment obligations to A3 Revenues in full for all services rendered under this agreement, regardless of any fraudulent activities carried out by consumers or advertisers.
7.2. While A3 Revenues will make every effort to detect and prevent Publisher fraudulent activities, it is the responsibility of the Advertiser to actively monitor Publisher traffic and promptly implement appropriate measures to address suspected fraudulent practices. Admitad shall not be liable to the Advertiser for any losses, costs, claims, damages, or awards incurred by the Advertiser due to fraudulent activities by Publishers or end users, whether in contract, tort, negligence, or otherwise.
7.3. Any misuse, deceit, or deliberate manipulation of tracking data by the Advertiser, as determined by A3 Revenues, will be deemed a material breach of this agreement and may result in immediate termination of the Advertiser's account and this agreement.
8.Indemnification
8.1. The Advertiser shall indemnify and hold harmless A3 Revenues, its Publishers, and their respective directors, officers, employees, and agents from any costs (including, but not limited to, legal costs), awards, damages, claims for damages, or other claims for compensation arising from: the Advertiser's breach of applicable laws in all jurisdictions; claims from Publishers and customers regarding the goods and/or services provided or sold by the Advertiser; claims, awards, and/or judgments from any authority in relation to the Advertiser's supply of goods and/or services and/or website content; the content of the Advertiser's website or any inaccurate information provided to A3 Revenues by the Advertiser; any infringement or potential infringement of any third party's intellectual property rights. The Advertiser shall also indemnify A3 Revenues for any other damages, losses, or costs resulting from the Advertiser's improper, negligent, or unauthorized use of A3 Revenues' services; technical problems or data loss caused by the Advertiser on the A3 Revenues and Advertiser Website or on any website to which the Advertiser is linked through A3 Revenues.
9. Limitation Of Liability
9.1. To the extent permitted by applicable law, A3 Revenues shall not be liable (whether in contract, tort, negligence, or otherwise and howsoever arising) for any losses, liabilities, costs, expenses, and claims (including, but not limited to, direct, indirect, or consequential losses, loss of profit, loss of contracts, loss of reputation, and all interest, penalties, and legal costs calculated on a full indemnity basis, as well as all other professional costs and expenses) arising out of or in connection with: defects in the service; interruptions in the accessibility to the service; data infringements or loss of data on the information handling system; defects in the security system or viruses or other harmful software components; any third party deleting, removing, deactivating, or tampering with the Publisher and Advertiser tracking service, Tracking Codes, and Pixels.
9.2. A3 Revenues cannot guarantee or warrant the performance of its services or the links to any other linked websites. To the extent permitted by applicable law, A3 Revenues shall not be liable (whether in contract, tort, negligence, or otherwise and howsoever arising) for any errors in the implementation of links and tracking codes for the Advertiser's website or for the specified functionality of the links.
9.3. A3 Revenues shall have no liability (to the extent permitted by applicable law, whether in contract, tort, negligence, or otherwise and howsoever arising) for any delay and/or failure to perform its obligations under this agreement arising from events beyond its reasonable control, including, but not limited to, flood, fire, acts of government, and failures of telecommunications and internet service providers.
9.7. A3 Revenues shall have no liability (to the extent permitted by applicable law, whether in contract, tort, negligence, or otherwise and howsoever arising) for any mistakes or errors of any kind in configuring Program settings within Advertiser accounts. It is the Advertiser's responsibility to ensure that the Advertiser Program is properly configured by A3 Revenues, including payout amounts, deadlines, promotion terms, geographical restrictions, prizes, additional incentives, favorable rates, or any other Program settings within an Advertiser account.
10. Termination
10.1. Either party may terminate this Agreement or an Insertion Order (IO) by providing thirty (30) business days' prior written notice to the other party. Any accrued but unpaid payment obligations shall survive the termination of the Agreement. Upon termination, the Advertiser shall allow thirty (30) business days for the Programs to become inactive across the A3 Revenues Network, and the Advertiser shall be responsible for the Sales and Conversions resulting from Ads published during that thirty (30) day period.
10.2. A3 Revenues is entitled to immediately terminate this Agreement at any time after accepting the Advertiser onto the A3 Revenues Network if the Advertiser fails to meet A3 Revenues' requirements, provide requested documentation, or otherwise breaches these terms, including but not limited to instances of malpractice, late payment of commission or Advertiser Fees. A3 Revenues will provide reasonable notice of termination where possible.
10.3. Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, A3 Revenues may terminate this Agreement immediately at any time upon notice to the Advertiser in the event of any one or more of the following:
10.3.1. In the specific circumstances set out in this Agreement;
10.3.2. The Advertiser breaches this Agreement;
10.3.3. Any event of insolvency occurs, including but not limited to the Advertiser's inability to pay its debts, arrangement with creditors, filing of a winding-up petition, or appointment of an administrator;
10.3.4. The Advertiser suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
10.3.5. The Advertiser Website becomes inoperative;
10.3.6. There is a change of control of the Advertiser's account or related business.
10.4. Following termination of this Agreement, A3 Revenues has the right to redirect visitors promoting the Advertiser's Programs to any destination it deems fit.
10.5. The Advertiser shall keep the Tracking Codes and Pixels in place for a minimum of thirty (30) days following termination. Any late conversions, commission, or Advertiser fees earned during the notice period will continue to be payable by the Advertiser to the A3 Revenues Network.
11. Non-Disclosure
11.1. The Advertiser or A3 Revenues may provide the other party with information that is confidential and proprietary, as designated by the disclosing party or a third party. The receiving party agrees to make commercially reasonable efforts, not less than the efforts used to protect its own confidential information, to maintain the confidentiality of and protect the proprietary interests of the disclosing party.
11.2. The receiving party agrees not to disclose or dissipate the confidential information without prior express written consent from the other party in each instance. The term "confidential information" shall not include information that is or becomes part of the public domain through no action or omission of the receiving party, that becomes available to the receiving party from third parties without knowledge of any breach or violation of fiduciary duty, or that the receiving party had in its possession prior to this Agreement.
12. Final Provision
12.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Israel.
12.2. In the event that a dispute arises and cannot be settled amicably by the Parties, the competent authority for resolving such dispute shall be the Tel Aviv court.
12.3. The Advertiser's use of the A3 Revenues Network constitutes irrefutable acknowledgement by the Advertiser that they have read and agreed to each and every term and provision of this Agreement.
12.4. A3 Revenues reserves the right to amend and update this agreement at any time by providing written notice of the changes on the A3 Revenues Network or via email.
12.5. The Advertiser's continued use of the A3 Revenues Network following changes to this Agreement indicates their consent to the changes and their willingness to assume the obligations specified herein. Disagreement with the changes in the Agreement will result in the termination of this Agreement and the cessation of collaboration with the A3 Revenues Network.
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