Alliance VS LLC Affiliate Agreement

Alliance VS may provide You access to advertisements, content, campaign assets, call tracking numbers, landing pages, scripts, forms, copy, images, videos, text links, banner ads, tracking links, campaign instructions, private feeds, hosted pages, compliance language, disclosures, or other promotional materials for Your use in connection with approved Campaigns (collectively, the “Creative Material”).

Creative Material may include:

• forms, hosted forms, or embedded forms with fields tailored to a Campaign;
• text links, banner ads, display ads, pop-ups, native ads, social media copy, marketplace copy, email copy, SMS copy, landing page copy, call scripts, or other approved marketing materials;
• pre-designed pages, hosted pages, private feeds, or landing pages to be used with approved domains, URLs, profiles, placements, or traffic sources;
• assigned telephone numbers, tracking numbers, call routing assets, IVR language, prompts, or call-related materials; and
• any other materials made available by Alliance VS through the Network or otherwise approved in writing.

Alliance VS may, in its sole discretion, direct the placement, frequency, method, platform, source, or channel of Creative Material.

Unless Alliance VS provides specific instructions, and subject to this Agreement, Campaign terms, and all applicable laws, You may display or distribute Creative Material only through traffic sources, placements, websites, domains, social media accounts, marketplace accounts, databases, call sources, advertising accounts, or channels You own, operate, control, or have been authorized in writing to use.

You must immediately comply with all directions, compliance requests, editorial decisions, removal requests, or placement adjustments issued by Alliance VS.

You will not, and will not permit, encourage, assist, authorize, or benefit from any person or entity that does any of the following:

• inflate, manipulate, or artificially increase the number of Compensable Transactions through any deceptive, misleading, automated, fraudulent, or improper practice, method, source, script, device, software, bot, robot, redirect, spider, crawler, computer script, AI-generated traffic, simulated user, test traffic, incentivized behavior, non-human traffic, or other method designed to appear like natural consumer intent;
• generate or submit Compensable Transactions from public or open proxy servers, VPNs used to mask identity or location, data centers, IP addresses associated with bot activity, pay-per-view programs, pay-per-surf programs, click farms, lead farms, traffic exchanges, or similar sources;
• take control of a user’s computer, browser, phone, device, app, session, or communication channel through deceptive, unauthorized, or non-consensual means;
• install, execute, or cause the installation or execution of software, code, browser extensions, scripts, malware, spyware, adware, or similar technology on a user’s device without clear consent and legally required disclosures;
• promote, distribute, or publish any Creative Material, advertisement, listing, landing page, communication, content, or placement that is pornographic, sexually explicit, promotes hate or discrimination, contains violence or threats, contains offensive language, defames or impersonates, contains unauthorized incentives, promotes illegal substances or conduct, misrepresents affiliation, is deceptive or fraudulent, violates platform rules, or violates Campaign-specific rules or Alliance VS instructions.

You will not infringe, misappropriate, dilute, or violate the intellectual property rights, publicity rights, privacy rights, or proprietary rights of any third party, including trademarks, copyrights, patents, trade secrets, service marks, logos, brand names, trade names, domain names, social media handles, or other intellectual property, whether registered or unregistered.

Alliance VS may pause, suspend, or terminate Your traffic if You are found using intellectual property improperly, including third-party names, logos, images, keywords, meta tags, source code, hidden text, ad copy, URLs, marketplace listings, social media profiles, or other materials.

You may not resume activity on the Network until the issue has been resolved to the satisfaction of Alliance VS.

Alliance VS reserves the right to disclose Your contact information to any party making a credible claim of infringement or misuse.

You must publish quality marketing copy that complies with this Agreement, industry best practices, applicable law, platform rules, Campaign requirements, and all required consumer disclosures.

Alliance VS may monitor Your compliance through manual review, automated tools, web crawlers, call monitoring, call recordings, form review, traffic analysis, source audits, compliance vendors, or other review methods.

You consent to Alliance VS’s use of such monitoring methods and agree not to block, impair, mislead, cloak, redirect, or otherwise interfere with Alliance VS’s compliance monitoring.

Alliance VS will compile, calculate, and post or otherwise make available data derived from Transaction Tracking Codes, call tracking systems, lead systems, advertiser/buyer feedback, payment systems, quality assurance systems, and supplementary sources used by Alliance VS to determine the amount You will be paid.

The amount You will be paid (“Commissions”) will be determined by the number of valid, accepted, payable Compensable Transactions You produce during a given period, as calculated by Alliance VS, at the rate set forth in the applicable insertion order, campaign terms, platform terms, payout schedule, or written approval.

Alliance VS may use advertiser, buyer, service provider, or third-party feedback to determine whether a Compensable Transaction is valid, accepted, payable, rejected, duplicate, fraudulent, non-compliant, or otherwise ineligible for payment.

If, for any reason, including impairment or failure of Transaction Tracking Codes, Alliance VS is unable to provide accurate or complete payment data, Alliance VS may calculate payable Compensable Transactions based on Your historical average for the applicable Campaign, prorated for the applicable period, or such amount Alliance VS reasonably determines is due based on available records.

Any questions or disputes regarding payment data, tracking, attribution, validity, rejected transactions, chargebacks, deductions, or Commission calculations must be submitted in writing by email to info@alliancevs.io within five (5) business days of the date the payment data is posted, reported, or otherwise made available to You.

If You fail to provide written notice within this period, You will be deemed to have accepted the payment data and waived any dispute relating to that period.

The Parties will attempt to resolve payment disputes through good-faith negotiations. If the Parties fail to resolve a payment dispute within thirty (30) days after receipt of the dispute notice, the dispute may be resolved in accordance with the arbitration provisions of this Agreement.

Unless otherwise stated in an applicable insertion order, campaign terms, platform terms, or written approval, Alliance VS may pay Commissions on a weekly, bi-weekly, monthly, or other payment cycle determined by Alliance VS.

Alliance VS may require You to meet a minimum payment threshold before payment is issued. If Your account balance is below the applicable payment threshold, Alliance VS may carry the balance forward until the threshold is met.

All payments will be made in U.S. dollars unless otherwise agreed in writing.

Alliance VS may require You to provide tax documentation, payment account information, identity verification, compliance documentation, or other onboarding information before issuing payment, including IRS Form W-9, IRS Form W-8BEN, IRS Form W-8BEN-E, or similar tax identification documentation, as applicable.

Upon termination of this Agreement, Alliance VS will pay eligible, valid, accepted, and unpaid Commissions during the next applicable payment period, subject to Alliance VS’s rights to withhold, offset, deduct, cancel, or reverse Commission payments as set forth in this Agreement.

Alliance VS will not pay Commissions that arise before Affiliate is accepted into the Network, after termination, from invalid or fraudulent transactions, from unapproved sources, or where Alliance VS does not receive payment from the applicable advertiser or buyer.

A lead, call, form submission, appointment, sale, inquiry, or other Compensable Transaction will be considered valid only if it meets all applicable Alliance VS criteria, Campaign requirements, buyer requirements, advertiser requirements, compliance standards, and applicable laws.

A Compensable Transaction will not be valid if it is generated by automated or non-human sources, is duplicate or fraudulent, fails to meet Campaign requirements, violates applicable law, originates from an unapproved source, is rejected by Alliance VS or the buyer, or is otherwise determined by Alliance VS not to be valid or payable.

Alliance VS has no obligation to pay for any Compensable Transaction that Alliance VS, an advertiser, buyer, customer, or service provider determines does not constitute a valid transaction.

If Alliance VS pays You for a transaction later determined to be invalid, Alliance VS may reduce, offset, or withhold future payments, require a refund, suspend or terminate Your participation, require source-level remediation, and pursue any other available remedies.

Alliance VS may, in its sole discretion, offer a referral program through which You may receive referral revenue for referring new affiliates, publishers, advertisers, buyers, or partners.

Any referral program will be subject to written approval, applicable referral terms, and Alliance VS’s standard verification procedures. Alliance VS may terminate, pause, modify, or discontinue any referral program at any time in its sole discretion.

If You are found tampering with or engaging in fraud in connection with any referral program, You may be terminated from the Network, disqualified from receiving referral revenue, required to refund amounts paid, and subject to all remedies available to Alliance VS.

The term of this Agreement begins when Alliance VS accepts Your application or otherwise permits You to participate in the Network and continues until terminated by either Party as set forth in this Agreement.

You may terminate this Agreement at any time by providing three (3) days’ written notice to Alliance VS at info@alliancevs.io.

Alliance VS may suspend or terminate this Agreement, Your account, Your access to the Network, Your participation in any Campaign, or any traffic source, sub-source, Sub-Affiliate, placement, or payment at any time, with or without notice, if Alliance VS determines, in its sole discretion, that You have inflated transactions, used prohibited sources, interfered with users or tracking, installed unauthorized software, published prohibited materials, infringed intellectual property, misused Creative Material, violated Rules and Regulations or law, failed to provide documentation, submitted invalid or fraudulent traffic, created risk for Alliance VS or partners, where Alliance VS has not been paid, or where You otherwise breach this Agreement or take action that causes Alliance VS concern.

Determination of any cause for suspension or termination will be made by Alliance VS in its sole discretion and will be final and binding on You. For purposes of this Section, references to “You” include You and all Sub-Affiliates.

Upon suspension or termination of this Agreement for any reason, You will immediately cease using and remove all Creative Material; cease all communications related to Campaigns; all licenses and rights granted to You will terminate; all Confidential Information, Creative Material, leads, consumer data, and other Alliance VS materials in Your possession must be returned, deleted, or destroyed; upon request, You or an authorized officer must certify in writing that all such information has been returned, deleted, or destroyed; and Alliance VS may withhold, offset, cancel, reverse, or delay payments as permitted under this Agreement.

Alliance VS will not be liable or considered in breach of this Agreement for delay or failure to perform due to causes or conditions beyond its reasonable control, including acts of God, fires, explosions, vandalism, hacking, cyberattacks, storms, natural disasters, emergencies, acts of terrorism, insurrections, riots, wars, labor difficulties, telecommunications failures, internet failures, network outages, platform outages, vendor failures, buyer system failures, payment processor issues, regulatory changes, or acts or omissions of any third party.

Alliance VS will use commercially reasonable efforts to mitigate the impact of any force majeure event where practicable.

If You are a natural person, You are an adult under the laws where You live, You are legally capable of entering into a contract, and You enter into this Agreement voluntarily.

If You are an entity, You are duly organized, validly existing, and authorized to conduct business in the jurisdictions where You operate. The person accepting or executing this Agreement on Your behalf is authorized to bind You.

This Agreement constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.

You are familiar with, have complied with, currently comply with, and will continue to comply with all laws, rules, regulations, industry standards, platform rules, self-regulatory guidelines, and governmental requirements applicable to Your participation in the Network, Your marketing activities, Your traffic sources, Your consumer communications, Your data handling, and Your business operations.

Applicable laws and standards may include the FTC Act, the Telemarketing Sales Rule, the TCPA, federal and state Do Not Call requirements, CAN-SPAM, the Federal Communications Act, GLBA and Regulation P, the FCRA and Regulation V, ECOA, TILA and Regulation Z, FDCPA, Dodd-Frank, state privacy laws including the CCPA, state consumer protection and telemarketing laws, platform rules, and any other applicable local, state, federal, or international laws.

You are solely responsible for ensuring Your marketing, calls, messages, websites, listings, posts, forms, scripts, disclosures, consent language, and data practices comply with applicable law.

You own or possess a valid and current license to use all intellectual property used in Your business and marketing activities. You will not infringe, misappropriate, dilute, or violate the intellectual property rights of any party.

You have implemented and will maintain administrative, physical, and technical safeguards reasonably designed to ensure secure handling of personally identifiable information and Confidential Information; protect against threats to its integrity; protect against unauthorized access, disclosure, alteration, loss, misuse, or destruction; comply with applicable privacy and data security laws; and promptly notify Alliance VS of any actual or suspected data breach, security incident, unauthorized disclosure, or compromise involving Alliance VS data, consumer data, Campaign data, or Confidential Information.

You will defend, indemnify, and hold harmless Alliance VS and its affiliates, subsidiaries, members, managers, officers, directors, employees, contractors, representatives, suppliers, vendors, service providers, advertisers, buyers, customers, agents, successors, and assigns (collectively, the “Alliance VS Indemnified Parties”) from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind, including attorneys’ fees, arising out of or related to any breach of this Agreement; any negligent, reckless, willful, fraudulent, unlawful, or improper act or omission by You or any Sub-Affiliate; Your marketing, advertising, websites, traffic sources, or consumer communications; Your use or misuse of Creative Material, Transaction Tracking Codes, the Network, or Services; any failure to comply with applicable law, platform rules, or buyer requirements; any infringement or violation of intellectual property, privacy, publicity, or consumer protection rights; any invalid, fraudulent, or unlawful traffic; any data breach or misuse of personal information; or any claim by a consumer, regulator, platform, advertiser, buyer, service provider, or third party arising from Your acts or omissions.

Alliance VS will provide You notice of any claim for which it seeks indemnification within a reasonable time after obtaining knowledge of the claim. Alliance VS’s failure to provide prompt notice will not relieve You of liability except to the extent You are materially prejudiced by the delay. Your duty to defend applies immediately, regardless of whether Alliance VS has paid any sums or incurred any damages.

Alliance VS may select its own legal counsel, represent its own interests, direct its defense, and resolve any matter in its sole discretion.

You will reimburse Alliance VS for costs and attorneys’ fees as incurred upon request and remain responsible for all indemnified losses.

You may not settle any claim in a manner that imposes obligations on Alliance VS, admits fault by Alliance VS, restricts Alliance VS’s business, or affects Alliance VS’s rights without Alliance VS’s prior written consent.

“Confidential Information” means all data and information of a confidential, proprietary, sensitive, or non-public nature disclosed by one Party to the other, or information that the receiving Party knows or should know is confidential.

Confidential Information includes business plans, strategies, know-how, marketing plans, sources, suppliers, finances, pricing, business relationships, consumer information, lead information, call information, recordings, technology, employees, trade secrets, information marked or disclosed as confidential, the terms of this Agreement and related Campaigns, all leads/calls/consumer inquiries and related Alliance VS data, and any information obtained through the Network that is not publicly available.

The receiving Party will not disclose the disclosing Party’s Confidential Information without prior written consent, except as permitted by this Agreement, and will not use Confidential Information for any purpose other than as expressly permitted under this Agreement.

The receiving Party will restrict disclosure to employees, authorized agents, contractors, or advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those in this Agreement, and will use reasonable care, and no less than the care it uses to protect its own similar information, to prevent unauthorized disclosure or use.

A breach of this Section may cause immediate and irreparable harm for which monetary damages may be inadequate. The disclosing Party may seek injunctive relief without posting bond. This Section survives termination of this Agreement for so long as the information remains confidential or as otherwise permitted by law.

Alliance VS may disclose Your Confidential Information, contact information, source information, traffic information, or compliance information to government regulators, law enforcement, courts, or legal authorities; during regulatory inspections, investigations, audits, or enforcement actions; to advertisers, buyers, customers, platforms, service providers, compliance vendors, fraud prevention vendors, or professional advisors; to owners of intellectual property if Alliance VS reasonably believes You have infringed or misused such rights; to prevent fraud, abuse, non-compliance, or harm to the Network; in connection with chargebacks, payment disputes, compliance disputes, or consumer complaints; and where otherwise permitted or required by law.

Alliance VS may also publish or disclose Your contact information or source information on any blacklist, fraud prevention system, compliance network, or industry reporting system as a response to fraudulent, unlawful, or non-compliant activity.

This Agreement, together with the Rules and Regulations, applicable insertion orders, Campaign terms, payout terms, compliance requirements, and written approvals, constitutes the entire agreement between You and Alliance VS concerning Your participation in the Network and supersedes all prior agreements, communications, and understandings regarding the subject matter.

Alliance VS may update Campaign terms, Rules and Regulations, payout terms, compliance requirements, and platform requirements as described in this Agreement.

Except as otherwise stated in this Agreement, this Agreement may not be amended or modified except by a written instrument signed by both Parties. No waiver of any provision will be effective unless in writing and signed by the waiving Party.

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The court or arbitrator may modify the invalid or unenforceable provision to reflect the original intent of the Parties as closely as possible.

References to laws include such laws as amended and any successor laws or regulations. The word “including” means “including without limitation.” The word “or” is not exclusive. Headings are for convenience only and do not affect interpretation.

This Agreement is binding upon and inures to the benefit of Alliance VS and You and each Party’s respective legal representatives, successors, and permitted assigns.

You may not assign this Agreement or any rights, interests, or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without Alliance VS’s prior written consent. Any attempted assignment without consent is null and void. Alliance VS may assign this Agreement, in whole or in part, without restriction.

Any notices required or permitted under this Agreement must be given by email to the appropriate Party. Notices to Alliance VS must be sent to info@alliancevs.io. Unless otherwise specified, notices will be effective when received.

This Agreement may be executed in one or more counterparts, all of which together constitute one instrument. Electronic signatures, click-through acceptance, platform acceptance, or other electronic acceptance methods are sufficient to bind the Parties.

This Agreement is governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles.

Except for claims involving injunctive relief or equitable relief, any claim or controversy arising out of or relating to this Agreement will be settled by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures.

Alliance VS may seek temporary, preliminary, or permanent injunctive relief from a court of competent jurisdiction in California as necessary to protect its rights, Confidential Information, intellectual property, Network, data, consumer relationships, buyer relationships, advertiser relationships, or business interests pending completion of arbitration.

If Alliance VS institutes any arbitration, suit, action, or proceeding against You arising out of or relating to this Agreement, including contract, equity, tort, fraud, and statutory claims, Alliance VS will be entitled to recover its costs and expenses, including attorneys’ fees, court costs, arbitration fees, expert fees, vendor fees, and costs incurred in appellate, bankruptcy, collection, or post-judgment proceedings, to the fullest extent permitted by law.

You will maintain true, accurate, and complete books and records containing information relevant to Your participation in the Network during the term of this Agreement and for two (2) years after termination.

Alliance VS or its agents may review, audit, or inspect relevant books, records, placements, websites, listings, posts, traffic sources, sub-sources, communications, call records, scripts, compliance records, consent records, and other relevant information during regular business hours upon at least five (5) days’ written notice.

If Alliance VS discovers any breach of this Agreement or violation of applicable law, the audit will be at Your sole cost and expense, and Alliance VS may pursue all remedies available at law, in equity, or under this Agreement.