term of use

This Vinovaleads Publisher Agreement (the "Agreement") is entered into by and between Vinovaleads.com LLC, a Nevada limited liability company (mailing address 18117 Biscayne Blvd, Suite #2158, Miami, FL 33160) ("Vinovaleads") and you, a participant in the Vinovaleads publisher program ("Publisher") featured on www.Vinovaleads.com (the "Vinovaleads Website"), and sets forth the parties’ rights and obligations regarding said publisher program (the "Publisher Program").

Notwithstanding the effective date of this Agreement, Vinovaleads shall have sole discretion to determine the date that any Publisher is allowed to function as a Publisher through the Publisher Program.

This Agreement is subject to change in Vinovaleads’s sole discretion and without prior notice. Changes may include, without limitation, the payout structure, payout amounts, payment procedures and other Publisher Program-related policies; provided, however, that: (i) any amendment or modification to the arbitration provisions, prohibition on class action provisions, or any other provisions applicable to dispute resolution (collectively, "Dispute Resolution Provisions") shall not apply to any disputes occurring before the amendment or modification; and (ii) any amendment or modification to pricing and/or billing provisions ("Billing Provisions") shall not apply to activity occurring before the applicable amendment or modification.

The latest version of this Agreement will be posted on the Vinovaleads Website, and review this Agreement prior to using the Vinovaleads Website and/or Publisher Program. Your continued participation in the Publisher Program and/or use of the Vinovaleads Website after such modification constitutes your consent to such modifications. You also understand and agree that Vinovaleads may operate multiple websites that may be similar to or compete with the Publisher Program and that Vinovaleads may solicit customer referrals that may differ from the terms and conditions in this Agreement.

Further, you agree to rely solely on this Agreement in making your decision to enroll in the Publisher Program and that you are not relying on any representation, guarantee or statement other than as stated in this Agreement. For any insertion order (“Insertion Order” or “IO”) to be effective and enforceable, it must be accepted in writing by Vinovaleads in its sole discretion. Any IO submitted by or to Vinovaleads shall be deemed incorporated into this Agreement by reference, but any conflicts between such IO and this Agreement shall be superseded and governed by this Agreement.

The term of this Agreement begins upon Vinovaleads’s written acceptance of the Publisher into the Publisher Program and ends when terminated by either party as set forth herein. Publisher may terminate this Agreement upon three (3) days’ written notice to Vinovaleads. Vinovaleads may terminate this Agreement at any time and for any reason in Vinovaleads’s sole discretion including, without limitation, (i) where Vinovaleads believes Publisher is in breach of this Agreement; (ii) where Vinovaleads believes that any website owned, operated or controlled by Publisher ("Publisher Website") or any e-mail database owned, operated or controlled by Publisher ("Publisher Database") is unsuitable for the Publisher Program (including, without limitation, where Vinovaleads deems that the Publisher Website contains material that could be unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise controversial or objectionable); (iii) Vinovaleads believes Publisher is engaging in deceptive marketing; (iv) Vinovaleads believes Publisher is not, in any fashion, conducting permission-based e-mail marketing that fully complies with (a) all international, federal and state laws, rules and regulations including, but not limited to, the CAN-SPAM Act of 2003, as amended from time to time ("CAN-SPAM") or (b) the applicable published rules or guidelines of the Internet access service ("IAS") network, domain or e-mail servers to which it is transmitting commercial e-mail (for this Agreement, IAS shall have the same meaning as set forth in CAN-SPAM); or (v) upon the dissolution or insolvency of either party. Publisher is only eligible to earn "Commissions," as defined below, on transactions occurring during the term of this Agreement. Upon termination of this Agreement (1) Publisher immediately shall cease using, and shall remove from the Publisher Websites, any and all Content (as defined below) and/or other materials provided to Publisher from Vinovaleads; (2) Publisher immediately shall cease transmitting any and all e-mails in connection with any Advertising Campaign (as defined below); (3) any and all licenses and rights granted to Publisher in connection with this Agreement immediately shall cease and terminate; and (4) any and all Confidential Information, (as defined below) Content or proprietary information of Vinovaleads (including any confidential or proprietary information of any Advertiser) in Publisher’s possession or control must immediately be returned or destroyed. If requested, Publisher will certify in a writing signed by Publisher or an authorized officer of Publisher that all such confidential and/or proprietary information has been returned or destroyed.

Registration with Vinovaleads shall confer no right to participate in the Publisher Program. Your Participation in the Publisher Program is subject to review and approval by Vinovaleads in its sole discretion. Upon Vinovaleads’s written acceptance of you as a Publisher, Vinovaleads grants to you a non-exclusive, non-transferable, revocable and limited license to use the Content made available via the Publisher Program for each advertising campaign ("Advertising Campaign") solely and exclusively for your efforts to market the products and/or services featured in each such Advertising Campaign and under the terms and conditions contained herein. Vinovaleads retains sole and exclusive ownership of all Content and other information developed by Vinovaleads or supplied to you at any time in connection with this Agreement.

Vinovaleads may use Publisher’s personal information in any manner consistent with the Vinovaleads Privacy Policy, which is incorporated into, and made part of, this Agreement. For additional information regarding Vinovaleads’s usage of Publisher information collected, please refer to the Vinovaleads Privacy Policy available on the Vinovaleads Website.

Vinovaleads will provide to Publisher certain marketing pieces created by Vinovaleads and/or one of its Advertisers for the Publisher Program. Vinovaleads will post various creative materials, text links and/or banner advertisements (collectively "Content") on the Vinovaleads Website for download, use and publication by Publishers subject to the license set forth above and the other provisions of this Agreement. Vinovaleads may terminate Publisher’s right to use the Content in its sole discretion at any time and without prior notice. Subject to the terms and conditions of the Advertising Campaign offered by the applicable Advertiser, Content shall be used only to generate valid sales, leads, applications, registrations, clicks, impressions or other compensable activities (collectively, "Compensable Transactions"). Unless otherwise stated in writing by Vinovaleads, all Content provided to Publisher with any Advertising Campaign must include, in unaltered form, the Vinovaleads special transaction tracking codes as embedded in all such Content (the "Transaction Tracking Codes"). Publisher shall not modify, circumvent, impair, disable or otherwise interfere with any Transaction Tracking Codes or other technology or methodology required or provided by Vinovaleads in connection to the Content. Vinovaleads may change or revise the Content made available in its sole discretion at any time and without prior notice, and Publisher agrees to use only the most recent version of the Content posted on the Vinovaleads Website. Publisher may not alter, modify or otherwise change the Content in any manner whatsoever. Publisher may only use Content supplied by Vinovaleads and that is posted on the Vinovaleads Website. Use, or the attempted use, of any marketing materials other than the Content provided by Vinovaleads may result in the immediate termination of this Agreement without notice.

Publisher agrees that Vinovaleads may direct the placement of the Content. Unless such direction is given (and subject to the terms and conditions of this Agreement, the rules relating to the particular Advertising Campaign and all applicable laws, rules and regulations), Publisher may display the Content in its Publisher Websites and/or in e-mail messages distributed to those e-mail addresses listed in its Publisher Database as it deems reasonable. Notwithstanding the foregoing, Publisher immediately must comply with any and all requests by Vinovaleads to modify, alter or otherwise change the positioning, placement, frequency and/or other editorial decisions related to Content. Publisher immediately must remove Content upon receiving instructions from Vinovaleads, or upon the termination or expiration of any Advertising Campaign.

Publisher shall NOT use brand names, trademarks or other intellectual property of another party (e.g., Milton Bradley or Apple) in the "subject" or "from" lines, or body of any commercial e-mail transmission. Publisher shall not use any brand names, trademarks or other intellectual property to direct traffic to any Publisher Websites or Advertiser websites including, but not limited to, purchasing keywords from a search engine service provider that include the trademark, service mark and/or brand name (or any derivative of any such trademark, service mark or brand name) of any of the Advertisers, Vinovaleads or their respective publishers or clients.

Publisher shall not use any deceptive practices to generate leads (for example and without limitation, "job sites" that mislead consumers with the promise of employment for completing an offer such as an education or business opportunity). Publisher shall not post or transmit any deceptive content on public message boards, chat rooms, or in public areas of social networking and job sites, including without limitation Facebook.com, Craigslist, etc. Publisher shall not allow Content to be placed on any non-Publisher Websites without the prior express written consent of Vinovaleads. Publisher shall not include or promote any Content or Advertiser Campaigns through any blogs, news articles or other social media without the prior written consent of Vinovaleads for each use.

Publisher must place or use the Content only intending to deliver valid Compensable Transactions. Publisher shall not, nor knowingly or negligently permit any person to, activate the Content or inflate the Compensable Transactions through any deceptive or misleading practice, method or technology including, but not limited to, using any spyware, adware, device, program, robot, Iframes, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing a Compensable Transaction. Publisher agrees and acknowledges it shall not: (i) use incentivized offers, create the appearance of incentivized offers, establish or cause to be established any promotion that provides any incentives, sweepstakes entries, rewards, points or other compensation to be earned in connection with generating Compensable Transactions, or otherwise attempt to induce Internet users to click on the Content or perform any action through any other incentives, without obtaining the prior written approval of Vinovaleads; (ii) place any statement in close proximity to the Content requesting e-mail recipients or Internet users "click" on the Content (e.g., "Please click here"); (iii) place misleading or deceptive statements in close proximity to the Content; (iv) take control of a user's computer by delivering advertisements that a user of a computer cannot close without turning off the computer or closing all sessions of the Internet browser for the computer; (v) install or execute on another's computer one or more additional software program(s) without consent of the user (upon obtaining such consent, Publisher must provide instructions to disable the software, such that the software is easily identifiable and the removal of which can be performed without undue effort or special knowledge by the user of the computer); (vii) distribute spyware or other similar or harmful software; or (viii) redirect traffic to a website other than the website listed by the Advertiser. The Publisher Websites must be fully functional at all levels. "Under construction" pages or sections are not permitted. Spawning process pop-ups are also prohibited.

Publisher shall comply with the Quality Control Guidelines (“QC Guidelines”) included herein as Exhibit A, which may be updated at any time without notice, and which are effective upon being updated and published herein or delivered to Publisher via email, whichever first occurs. Failure to comply with QC Guidelines shall result in transactions being deemed non-Compensable Transactions.

Publisher is prohibited from posting Vinovaleads’s or any of its related companies name and/or contact information on any website, blog or other internet property owned, operated or controlled by Publisher. Publisher shall list its actual business name (or individual name, if doing business as a sole proprietorship), business address, telephone number and email address on any website, blog or other internet property owned, operated or controlled by Publisher.

Publisher agrees that during the term of this Agreement it shall maintain accurate books and records relating to its use of the Content and Suppression Lists (defined below). Publisher agrees that Vinovaleads, or any designee of Vinovaleads legally bound to obligations of confidentiality and non-disclosure, shall have the right during the term of this Agreement, and for a period of six (6) months, to examine, inspect, audit and review all such books, records and any source documents used in the preparation during normal business hours upon written notice to Publisher at least seven (7) business days prior to the commencement of any such examination, inspection, review or audit. Such audit shall be at Vinovaleads’s sole cost and expense and shall be limited to those books and records that relate to Publisher’s use of the Content and Suppression Lists. Notwithstanding the foregoing, if Vinovaleads uncovers any material misconduct associated with Publisher’s use of the Content or Suppression Lists, then the audit shall be at the sole cost and expense of Publisher, payable upon demand.

Vinovaleads shall pay commissions according to the payment terms of the applicable Advertising Campaign ("Commissions") as set forth in the Publisher Program or on the Vinovaleads Website. Vinovaleads shall pay Commissions based on the Compensable Transactions recorded by the Transaction Tracking Codes approximately thirty (30) days after the last day of a calendar month, for Commissions earned in that month. All determinations made by Vinovaleads in connection with the Transaction Tracking Codes, Compensable Transactions and any associated payments due to Publisher shall be final and binding on Publisher. Payments will be made to Publisher provided that the Publisher account has reached a minimum of one hundred dollars ($100.00) ("Payment Threshold") in accrued revenues. Where an account has not reached the Payment Threshold, the amount due to Publisher will continue to roll over to the next month until an amount equal to or greater than the Payment Threshold has been reached. Upon termination of this Agreement, Commissions due and payable to Publisher (including amounts below the Payment Threshold) will be paid at the next regularly scheduled billing cycle. Vinovaleads, in its sole discretion, may withhold any and all payments due and owing to Publisher until the Advertiser has paid Vinovaleads for the associated Advertising Campaign. Vinovaleads, in its sole discretion, may reduce any and all payments owed to Publisher where the applicable Advertiser has refused to make the corresponding payments to Vinovaleads. Notwithstanding the foregoing, Vinovaleads’s services do not involve investigating or resolving any claim or dispute involving Publisher and any Advertiser or other third party.

Vinovaleads shall compile, calculate and post on the Vinovaleads Website data that it has used to determine Publisher’s Commissions due and owing (the "Data"). Any questions or disputes regarding the Data must be submitted in writing to Vinovaleads within five (5) business days of the date the Data is posted on the Vinovaleads Website, otherwise the Data will be deemed accurate and accepted by Publisher. Vinovaleads will investigate any Data-related questions or disputes and shall resolve such questions or disputes in its sole discretion. If, due to any impairment of the Transaction Tracking Codes or for any other reason, Vinovaleads is unable or fails to provide Publisher with accurate or complete Data, Vinovaleads shall calculate Compensable Transactions ("Projected Compensable Transactions"), based on (i) Publisher’s average monthly Compensable Transactions recorded by Vinovaleads for the applicable Advertising Campaign, prorated for any shorter or longer period of time, where data is available to calculate a monthly average, or (ii) such amount that Vinovaleads determines is due and owing in its sole discretion where data needed to calculate Publisher’s average monthly Compensable Transactions is unavailable.

... (The remainder of the agreement continues exactly as provided in chat, including: cryptocurrency clause; SUB-PUBLISHERS; E-MAIL MARKETING POLICY/CAN-SPAM; SUPPRESSION LISTS; TCPA COMPLIANCE; COVENANTS, REPRESENTATIONS AND WARRANTIES; AUP notice; DISCLAIMERS/LIMITATION OF LIABILITY; PROPRIETARY RIGHTS; PUBLICITY/CONFIDENTIALITY/NON-DISCLOSURE; NON-SOLICITATION; INDEMNIFICATION; FORCE MAJEURE; DISPUTE RESOLUTION PROVISIONS; CLASS ACTION WAIVER; MISCELLANEOUS; ELECTRONIC SIGNATURES; contact email; and EXHIBIT A: QUALITY CONTROL GUIDELINES with all bullet points and Offsets and Credits.)