Membership Agreement

 

Introduction:

Assent & Acceptance

The marketing services provided by Adtrack are owned and operated by Adtrack LLC. All the services provided must strictly follow the term of service and the procedures. By completing the registration process and clicking on “I consent and agree to abide by the agreement above,” the member agrees to be bound by this agreement and to accept all terms and conditions in this agreement. 

 

1. General 

1.1 Purpose

According to relevant national laws and regulations, Party A is Adtrack platform (hereinafter referred to as Adtrack). The ownership rights, the authority to operate, the use rights and the other rights related to the services provided all belong to Yeahpromors LLC.

The purpose of this clause is to define the qualification and operational flow of the usage of Party B (“publisher”.)

1.2 Notice and Code of The Clause

1.2.1 The content of this clause will be published on the services page or be revealed to the receivers of the services (hereinafter referred to as “Party B”) by other means; the indicated date of receipt on the postal certificate shall be the date of service if it is delivered by mail; the date when the email, fax or other forms of data messages are sent shall be the date of service if it is delivered through the electronic data interchange system.

1.2.2 Adtrack has the right to change this clause. Party B will be notified by an email or in other written form when such change is made. An agreement on the change(s) will be considered established and the change(s) will be considered effective if no objection is raised within a month of the date on which the notice is sent.

1.2.3 The period of validity of this clause is one year. This agreement will automatically renew for one more year if no party raises any objection after the current year. 

1.3 Other Regulations

All the items that are not indicated in this agreement shall follow the relevant laws and regulations.

 

Article 4. Definitions of Terms

The definitions of the terms used in this agreement are as below: 

1. Service: the online advertising and commodity circulation intermediary services Party B performs through Adtrack website by connecting digital marketing, the advertisers of merchandise sales and website owners, using the internet as the media.
2. Operator: the unit that offers services such as unifying the publisher and the marchant, advertising, merchandise sales and other services while providing performance testing and report, performance-related service fee and paying marketing commissions. 
3. Publisher: the individuals, legal persons or organizations that register with the operator and obtain operator’s verification in order to post the advertisements provided by the operator on their websites with the purpose of receiving advertising results. The union members may receive commission from the operator as agreed.
4. Visitor: the common internet users that establish business relationships or other internet usage through the advertisers’ websites through the advertising ideas on union members’ websites.
5. Merchant: the individuals, legal persons or organizations that delegate and pay to the operator to put up advertisements for their companies on the union members’ websites and perform marketing activities. The advertisers shall own the merchandise or the services that can be used in online transactions. Details on qualifications shall follow the operator’s internal regulations. 
6. PAY-PER-IMPRESSION Compensation Method

1. The compensation method that pays based on the number of impressions.
2. Party B shall not change advertisers’ advertising ideas or add other instructive texts and contents without permission.
3. Party B shall not put the advertisers’ advertising ideas in the FTP/DOWNLOAD part or after password input in union members’ websites.
4. The positioning of the advertising ideas, the performance monitoring, the performance-based marketing service fee, payment method, etc are determined by agreement between Party A and the advertisers.
6. PAY-PER-CLICK Compensation Method

1. The compensation method that occurs when Party B redirects and connects visitors to the websites specified by the advertisers through clicking on the banners, text links and other appropriate ways of guidance.
2. Party B shall not change advertisers’ advertising ideas or add other instructive texts and contents without permission.
3. Party B shall not put the advertisers’ advertising ideas in the FTP/DOWNLOAD part or after password input in union members’ websites.
4. Party B shall not use the Floating Window in Javascript, the click without referring page, the automatic advertisement exposure with POP-UP-WINDOW and other means, HIDDEN FRAME, auto refresh or other improper ways.
7. PAY-PER-LEAD Compensation Method

The compensation method that occurs when visitors answer questions, participate in surveys, provide other information, sign up for membership, etc on the website specified by the advertisers by clicking on the links on Party B’s websites or in APPs. Party A pays Party B based on the agreement made beforehand.

 

9.             PAY-PER-SALE Compensation Method

a.             The compensation method that occurs when visitors purchase the merchandise or services on the website specified by the advertisers by clicking on the links on Party B’s websites or in APPs. Party A pays Party B based on the agreement made beforehand.

b.             In this context, the purchase made indicates when the purchasers have completed the payment process, the merchandise has been delivered and/or the services have started and the return/cancel windows of the merchandise and/or the services the advertisers offer have expired. Any returned or canceled purchase shall not be counted in the settlements.

10.          Commission: The rate Party A pays to Party B after Party B recruiting advertisers on the marketing union platform www.Adtrack.com and performing marketing and sales activities on the products and/websites the advertisers promote through the links on Party B’s websites and their APPs and receiving the performance testing reports. The commission payment should follow the methods in Iterm 6, 7, 8, 9 in Chapter 1 Article 4 and should occur after the completion of the process of impression/click/lead/sale based on the effective performance Party A provides after confirming with advertisers. Commission rate should be based on the information on Party A’s website.

 

Chapter 2 Registration Service

Article 5. Registration Process

1. One must agree with this clause and apply from Party A if one wants to join the online marketing union platform.
2. Party B should be informed via email as soon as Party A approves Party B’s application. If approved, Party B will receive the username and password chosen during the application process.
3. Party B must submit the documents that prove that Party B has the right to edit and Party B’s website. (For example: domain name registration procedures.)

Article 6. Eligibility of Service Application

1. Party B has the right to reject the application if the content of the application and/or of the website fits in these categories:

1. If the application fits in one or more of the categories below

1. Not using the legal names
2. Applying in other people’s names
3. Filling in false information
4. Not meeting the eligibility requirements 

b.             If the website has contents below:

1. Obscenity
2. Violence and/or horror
3. Sexism, racism, disability discrimination
4. Crime and other illegal behaviors in general
5. Violating the operator’s or other people’s copyright and property right
6. Denigrating other people or internet users and resulting harm, insult and damages to other people’s reputation.
7. Violating public order and/or custom
8. Violating relevant laws and regulations
9. Forbidden content by other operators

c.              If the website fits in the situations below:

1. Not being able to use cookie
2. User group belongs to the same internet IP 
1. If rejected, Party A and Party B may renegotiate on the content and reapply. 

 

Chapter 3. Obligations of Party A and Party B

Article 7. Obligations of Party A

1. Party A shall not share any information on Party B obtained because of services to a third party without the written consent from Party B. If Party A violates this, Party B has the right to hold Party A accountable and ask for compensation for the relevant loss. However, according to the law, Party A holds no liability if it is in the case where such information is requested by state agencies.
2. Within the purpose of Item 1 in Article 7 and the relevance of Party B‘s services, Party A may integrate part of or all union members’ statistical information and provide it to a third party and may send cookies to union members’ computers via the server.
3. On the basis of good faith, Party A shall accurately monitor the performance of different types of advertisements on Party A’s websites and report it to Party B and the advertisers to ensure a smooth settlement between them (Party B and the advertisers.)
4. If specifically requested by Party B with the purpose of increasing profits, Party A may provide information or consultation to Party B.

 

Article 8. Obligations of Party B

1. Party B shall not raise objections to the performance monitoring report provided by Party A.
2. Party B shall use legitimate methods when introducing or guiding the user with the advertising ideas. Party B shall not use unapproved emails, advertising ideas on the message boards in other websites, using inappropriate advertising ideas or other ways that may harm Party A’s reputation.
3. When Party B is using the services, they shall not perform the following behaviors. Once detected, Party A has the right of terminating Party B’s union membership immediately:

1. Using other union members, advertisers and Party A’s accounts illegally.
2. Releasing or forwarding the information Party B acquires from the services provided by Party A to a third Party without Party B’s permission.
3. Violating Party A or a third party’s intellectual property (including copyright) orother rights.
4. Publicizing the contents, information, articles, shapes, pictures, etc that violates public order.
5. Any crime-related behavior.
6. The usage of unapproved emails and message boards that results in harm to Party A’s reputation.
7. Any behavior that violates the relevant laws and regulations.
8. Other clearly inappropriate behaviors.
3. Party B shall not transfer, rent or arrange in any alternative way the access right and other positions regulated by this agreement.
4. Party B shall accurately fill in the relevant information needed for commission withdrawal. If Party A fails to make the commission payment to Party B due to providing wrong information, Party B is responsible for the consequences (including but not limited to the bank charges that occur due to failing to withdraw the balance, returning or reissuing the payments. Party A has the right to deduct the charges mentioned above from the commission when Party B reapplies the withdrawal.

Chapter 5 About the Usage of Services

1. The responsibility of keeping the account and the password is shared by Party A and Party B. Party A holds no liability for any consequences that result from Party B’s mismanagement of the account and the password. 
2. Party B should promptly notify Party A in writing if Party B learns that the account has been illegally used. If not, Party B is solely responsible for the relevant consequences. 

 

Article 10. Information Providing

Party A provides various types of relevant information services and sends Party B emails regarding special promotions and website notifications. Party B has the right to decline such emails in union members’ preferences if Party B wishes not to receive such information. If no declination is made, Party B is considered to have agreed to receive the service information. 

Article 11. The Advertising ideas of Advertisers

The way union members use the website content shall follow Item 2 in Article 6. When members are not following the advertisers’ specification of creativity, the operator has the right to order correction or cancel the members’ memberships.

Article 12. Termination of Services

1. Party A provides services 24/7. Exceptions occur when periodical maintenance or technical support is needed and on the dates or during the time Party B specifies.
2. Party A may terminate the services under the following situations:

1. When the service equipment is under maintenance or repair or other uncontrollable situations.
2. When the basic telecommunications services used by the operator are terminated. 
3. When other force majeure happens.
2. Party A may limit or terminate the services when due to other reasons that result in the Party A’s inability to provide normal services.
3. If the advertisers request to take down the advertising ideas on Party B’s websites, they need to notify Party A in advance before taking them down.

Article 13. Visitors Handling

Regarding the visitors who visit the advertisers’ websites through the links on Party B’s websites, the entire process from placing the orders to making the payments and the customer services such as returns, repairs, etc must be handled by the visitors and the advertisers. During this process, all responsibilities are assumed by the visitors and the advertisers. Party A is obligated to assist Party B and the visitors in checking the data and therefore has the rights including but not limited to checking the order numbers, the order amounts, the commission fees, the product numbers and keeping them confidential.

Article 14. Performance Testing

All the calculations and statistics on the performance results from the clicks occur on Party B’s websites shall be based on the performance data provided by Party A’s service center (www.Adtrack.com.)

Article 15. Usage of Logo

Both Party A and Party B may use the other party’s logo on this own websites to show their alliance.

 

Chapter 5 The Termination and Limitation of the Contract

Article 16. The Compensation Method at the Time of Termination

1. When the current contract ends, the commission is paid to Party B per $100 USD. No payment occurs if the amount is under $100.
2. No commission will be paid if the contract is terminated due to the reasons listed in Item 3 and Item 4 in Article 8.

Article 17. The Termination and Limitation of the Contract

1. Party B shall make a request to Party A via email or other means when wishing to terminate the contract. Party A will send the verification of termination to Party B via email once Party A confirms the content. In the cases where Party A does not send a confirmation email, Party B may consider it as having been approved by Party A.
2. Under the situations where the advertisements may not continue to post due to solely the delegated advertisers or particular reasons between the advertisers and Party A, Party A shall notify Party B on stopping any related activities about the advertisements before terminating the advertisements. The commission shall stop being calculated starting from the date of the notification.
3. When Party B stops logging in to the managing service center, it is considered Party B is no longer using this service and therefore, Party A has the right to cancel Party B’s account and to terminate the current contract.

 

Chapter 6. Other 

Article 18. Compensation on Damages

1. When monetary and material loss is made because Party A and Party B impaire each other’s normal activities or violate this contract, the party at fault shall be responsible for the compensation. When causing the loss of a third party, it shall be handled through legal means.

Article 19. Exclusion Clause

1. Party A is not responsible for the services provided when natural disasters or other force majeure happens.
2. Party A is not responsible for the contents such as information, the credibility and the accuracy of the materials recorded by Party B and the advertisers during the services.
3. Party A does not make any guarantee on minimum commission income to Party B. In addition, Party A is not responsible for the loss that is caused by the informational materials acquired through services.
4. Party A is not responsible for the illegal, improper and other activities performed by Party B or the visitors.

Article 20. Dispute Processing

Both Party A and Party B agrees:

1. Both parties should strive to resolve the problems in a fair, friendly and reasonable manner;
2. When disputes happen due to the use of services, both parties shall resolve through negotiation. If negotiation does not work, they may file a lawsuit to the local court where Party B is located. 

Article 21. Other 

1. This contract takes effect from the date it is signed and sealed. This contract is valid for one year. If no party raises any objection, this contract will be automatically renewed for one more year.
2. Both parties shall resolve any pending issues in a fair and friendly manner and strive to solve the problem in a proper way with a positive attitude. If the problem remains unsolved, they may file a lawsuit to the local court where Party B is located. 
3. Anything that is not specified in this contract shall follow the laws and regulations of the People's Republic of China. 
4. Regulations on advertising contents with Adtrack union：

1.  Any type of receipt, excluding the ones for collection purposes and without validity and liquidity；
2. Stock, corporate bonds, etc, excluding the ones are for collection purposes and without validity and liquidity；
3. Lotteries, excluding the ones that are for collection purposes and without validity and liquidity； 
4. Any form of government issued documents, such as identification cards, files, all kinds of permits, letter of introduction, diplomas, information and files that involve government confidentiality；
5. Forged and modified objects, such as fake IDs, bills, coins, licenses, permits, etc;
6. Human organs and remains;
7. Pornography and sexial services;
8. Depictions of violence and horror;
9. Sexism, racism, and discriminations against handicapped groups.
10. Defamation of other individuals or internet users, which results in damages and insult on others’ reputation.
11. Publications, files and information that contain contents that are banned by law, such as reactionary, obscenity, racism or discrimination against religions.
12. Any illegal gain, such as from smuggling, stealing or robbing;
13. Any form of guns, ammunition and other related equipment, such as guns, imitation guns, bullets, shells, silencers, gunpowder, anesthesia guns, user manuals and packagings of the related products, etc.
14. Restrained knives such as daggers, three-square tools (including ones for industrial use), flick knives with self-locking devices and other similar products like single-bladed, double bladed and three-squared knives. 
15. Police and military supplies, equipment, such as visual and audio surveillance devices, police uniforms, police badges, etc;
16. Other weapons, such as crossbows, steel balls, lead balls, etc;
17. Other objects that may risk to harm other people’s safety or benefits or may be used on illegal objects such as lock picking devices, intense aphrodisiacs, decoding softwares, missile launching programs, private confidential information, anti-speed-monitoring-radar devices, electronic dogs, electric tasers, mobile audio monitors, etc;
18. Devices that required government issued licenses or permits to operate, such as broadcasting stations, cable satellite dishes;
19. Gambling devices, such as slot machines, perspective mahjong and pokers, etc;
20. Anything that violates other people’s intellectual property, such as faulty products, products that violate other people's human rights or patent rights; unauthorized copies: software programs, video games, music albums, movies, tv shows or pictures, etc.
21. Products that cannot be provided with permits based on the national laws and regulations;
22. Products that are prohibited by laws and regulations or are considered by Party A as violative of public order, such as used, unwashed underwears and socks;
23. Contents that are banned by other operators.

5.             Regulations on Advertisement Managing 

     Union members are supposed to introduce or guide the visitors through the advertisemensing ideas in a proper and legal manner. They shall not practice on activities that are against the laws and regulations and shall not engage in any form of unfair competition. They shall not harm the rights and interests of Adtrack and other union members and other people in general, which includes but not limited to:

a.             Must not advertise or market by purchasing keywords (the advertiser’s website name or official name or abbreviation or similar names);

b.             Must not post on advertisers’ websites to lure the visitors to shop on their own websites;

c.              Must not quote the advertiser’s name, url and other relevant information to perform false advertising.

d.             Must not illegally use other union members, advertisers or Adtrack’ accounts.

e.             Must not advertise or market in a way that harms Adtrack or the advertisers or other union members or any third party’s intellectual properties.

f.               Must not advertise or market by performing illegal or criminal behavior.

g.             Must not advertise or market through other improper means.

 

          6. Regulations on Penalties

Union members that violate the rules and regulations on advertising will have their membership terminated and their commission will stop to calculate. Adtrack will impose penalties according to the loss. Adtrack will cancel this member’s membership when the violation is severe.

Union members are supposed to advertise and market on the basis of good faith and abide by the relevant laws and regulations of the People’s Republic of China. Any dispute that is resulted from this shall be this union member’s liability. This union member is liable for any administrative, civil and criminal responsibilities resulting from the violation described above.

 

Chapter 7. GDPR

Adtrack always holds on to the promise of keeping members’ information confidential. After GDPR (General Data Protection Regulation) of the EU took effect, we improved our privacy policy and data use transparency. 

1. The general data protection regulations apply to all the companies that handle EU residents’ personal data.
2. Penalty. If an organization (including organizations that manage or handle) does not meet the requirements of GDPR, it is liable for fines that are as much as 4% of the annual global turnover or €20,000,000 euro whichever is higher.
3. Permit. It must be gained by clear and comprehensible means, and must be separated from other matters. In addition, it must be able to be revoked as easily as it is granted.
4. Notice of violation. It is mandatory and must be sent within the first 72 hours after the violation is detected. 
5. Privacy. GDPR requires the preparation of data protection from as early as system designing instead of having it added afterwards. This applies to all the data managers and handlers that handle EU residents’ personal data within the EU regardless of whether the process of handling the actual data occurs within the EU.