Media Partner Terms & Conditions

1. Definitions

"Partner" means any individual or entity approved to promote offers through our platform.

"Network" or "Systems Theory" refers to Systems Theory and its affiliate marketing platform.

"Offer" means any advertising campaign, product, or service available for promotion on our platform.

"Conversion" means a completed action (sale, lead, click, etc.) tracked through our platform.

"Commission" means the payment due to Partner for valid conversions.

2. Partner Obligations

2.1 Quality Standards

Partners must:

• Generate only legitimate, human traffic from real users
• Accurately represent offers without misleading claims
• Comply with all applicable laws, including FTC guidelines, GDPR, CCPA, and CAN-SPAM
• Follow all advertiser-specific requirements listed in offer details
• Implement tracking codes exactly as provided without modification

2.2 Prohibited Activities

Partners shall NOT engage in:

• Fraudulent traffic including bots, scripts, or automated systems
• Cookie stuffing, forced clicks, or auto-redirects
• Misleading advertising or false claims about offers
• Trademark or brand bidding without explicit written permission
• Incentivized traffic (cash-back, rewards, points) unless approved
• Spamming or unsolicited bulk email
• Violation of advertising platform policies (Google, Facebook, etc.)
• Any activity that damages advertiser or Network reputation

3. Compliance Requirements

3.1 Legal Compliance

All promotional activities must comply with:

• FTC Guidelines: Clearly disclose material connections and that content is advertising
• Privacy Laws: Follow GDPR, CCPA, and other applicable data protection regulations
• Email Marketing: Comply with CAN-SPAM including opt-out mechanisms and accurate headers
• Platform Policies: Adhere to terms of service for Google, Facebook, and other ad platforms

3.2 Creative Usage

Partners may use only:

• Creative assets provided by Network, or
• Custom creative materials pre-approved in writing by Network

All custom creative must be submitted for review before use. Modifications to approved materials require re-approval.

4. Compensation & Payment

4.1 Commission Structure

Payment rates are specified per offer in the platform and may include CPA, CPS, CPL, CPC, CPM, or revenue share models. Rates may be adjusted with notice to Partner.

4.2 Payment Terms

• Payment Schedule: Net 30 days from month end (or as specified in agreement)
• Minimum Threshold: $100 (amounts below threshold roll to next period)
• Valid Conversions Only: Payment is made only for conversions that meet quality standards

4.3 Adjustments & Chargebacks

Network reserves the right to:

• Withhold payment for suspected fraud or policy violations
• Apply chargebacks for refunds, cancellations, or invalid conversions
• Adjust commissions for non-compliant traffic
• Deduct previous overpayments from future payments

5. Tracking & Reporting

5.1 Platform Tracking

All conversions are tracked through our platform. Network's tracking data is final and binding. Partners must not:

• Modify or cloak tracking links
• Remove or alter tracking parameters
• Redirect through unauthorized domains

5.2 Reporting Access

Partners have real-time access to performance data via the platform dashboard. Discrepancies must be reported within 30 days; after that period, reports are considered final.

6. Intellectual Property

Network grants Partner a limited, non-exclusive, revocable license to use advertiser trademarks and creative assets solely for promoting approved offers. This license terminates immediately upon termination of the agreement or offer removal.

Partners may not:

• Register domains containing advertiser trademarks
• Use trademarks in a manner that implies endorsement
• Continue using materials after termination

7. Confidentiality

Partners agree to maintain confidentiality of:

• Commission rates and payment terms
• Advertiser identities (unless publicly disclosed)
• Platform access credentials
• Proprietary business information

This obligation survives termination of the agreement.

8. Representations & Warranties

Partner represents and warrants that:

• Partner has legal authority to enter into this agreement
• Partner owns or has rights to all traffic sources used
• All information provided to Network is accurate
• Partner will comply with all applicable laws and these Terms
• Partner's activities will not violate third-party rights

9. Indemnification

Partner agrees to indemnify, defend, and hold harmless Network and its advertisers from any claims, damages, losses, or expenses (including legal fees) arising from:

• Partner's breach of these Terms
• Partner's violation of any law or regulation
• Partner's promotional methods or traffic sources
• Claims of infringement related to Partner's activities

10. Limitation of Liability

DISCLAIMER: THE PLATFORM AND OFFERS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. NETWORK DOES NOT GUARANTEE OFFER AVAILABILITY, CONVERSION RATES, OR EARNINGS.

LIABILITY CAP: NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. NETWORK'S TOTAL LIABILITY SHALL NOT EXCEED AMOUNTS PAID TO PARTNER IN THE SIX MONTHS PRECEDING THE CLAIM.

11. Term & Termination

11.1 Term

This agreement continues until terminated by either party.

11.2 Termination Rights

Either party may terminate:

• With 30 days' written notice for any reason
• Immediately for material breach, fraud, or illegal activity
• Immediately upon insolvency or bankruptcy

11.3 Effect of Termination

Upon termination:

• Platform access is immediately revoked
• Partner must cease all promotional activities
• Partner must remove all tracking codes and creative assets
• Network will pay commissions for valid conversions generated before termination (subject to payment terms and any pending investigations)

11.4 Account Suspension

Network may immediately suspend Partner's account for suspected fraud, policy violations, or pending investigation.

12. Independent Contractor

Partner is an independent contractor. This agreement does not create an employment, partnership, joint venture, or agency relationship. Partner is solely responsible for all taxes related to payments received.

13. Modifications to Terms

Network may modify these Terms at any time. Changes will be posted on this webpage and take effect 30 days after notice to Partners. Continued use of the platform after changes constitutes acceptance of modified Terms.

14. General Provisions

14.1 Governing Law

These Terms are governed by the laws of Pennsylvania, without regard to conflict of law provisions.

14.2 Dispute Resolution

Any disputes shall be resolved through binding arbitration in New Hope, Pennsylvania under American Arbitration Association rules.

14.3 Assignment

Partner may not assign this agreement without Network's written consent. Network may assign to any successor or affiliate.

14.4 Severability

If any provision is found invalid, the remainder of these Terms continues in effect.

14.5 Entire Agreement

These Terms, together with the Media Partner Agreement, constitute the entire agreement between the parties.

14.6 Notices

All notices must be sent to the contact information provided in the Media Partner Agreement via email or certified mail.