Advertiser Terms

These Advertiser Terms (the "Terms") are the agreement between JGN MEDIA CORPORATION, doing business as Creator365Media ("Creator365", "we", "us"), a Florida corporation at 5794 Bird Rd, Unit #752, Miami, FL 33155, and the business that creates an advertiser account ("you", "Advertiser").

They apply together with the details of each offer you publish or approve in your dashboard — what the offer is, who may promote it, the action that earns a payout, the payout amount, any caps, dates, countries and the attribution window ("Offer Details") — and our Privacy Policy. Where Offer Details are specific to an offer, they win for that offer, as long as they do not break the law. By creating an account, or by running any offer through the network, you accept these Terms.

• —"Creator" is an independent person we approve to promote offers on the network.
• —"Click" is a visit that starts from a creator's tracking link. "Conversion" is the action your offer pays for, which you report to us (for example a sale, sign-up or install). "Postback" is the message, pixel or dashboard entry by which you report it.
• —"Payout" is the commission the offer pays a creator for an approved Conversion. "Fees" are what you owe us (see "Fees and payment").
• —"Applicable Laws" means all laws and regulations that apply to your offer, your marketing and your data, including consumer protection and advertising law, the FTC's rules and Endorsement Guides, privacy and data protection law, email and telemarketing law, and the rules of the platforms where creators publish.

• —We make your offers available to creators we approve, give them tracking links, record Clicks and the Conversions you report, and show you reports.
• —We do not guarantee any amount of traffic, Clicks, Conversions or revenue. Creators are independent, and they choose what to promote.
• —We may decline, pause or remove an offer or a creator, and may refuse any offer that we believe breaks the law or could harm creators, consumers or our reputation.
• —We will not materially change creative materials you supply without your written consent. Creators may only use creative you or we have approved, or their own material approved in advance.
• —We require creators to disclose paid promotion clearly and not to use incentives, spam, misleading claims or fake traffic. We do not control what a creator does outside the network and are not responsible for it, but we will act on credible complaints.

You promise that:

• —you have all the rights, licences and approvals needed to market and sell your products and to let us and creators use your name, marks, creative materials and landing pages for the offer;
• —your offer, products, creative materials and landing pages are truthful, can be substantiated, and do not break Applicable Laws or anyone's rights;
• —your landing pages and any page that collects consumer information carry a working link to a lawful privacy policy;
• —your offer is not aimed at children under 13 and does not sell anything that is unlawful for minors to buy or use;
• —you will not install software on a consumer's device except for an app-install offer, with the consumer's clear consent after a clear explanation of what is being installed;
• —you have the legal authority to enter into these Terms, and you hold every business licence and registration your business needs.

Regulated categories — for example gambling, gaming and lotteries, alcohol, tobacco and vaping, cannabis, firearms, financial products and credit, insurance, health and medical products, and anything else that needs a licence or special rules — need our written approval before launch. If you run one, you promise that you hold, and will keep, every licence and approval required in each place the offer is promoted, you will tell us at once if one lapses or is limited, and we may end the offer immediately if you do not, or if continuing could expose us to legal or regulatory risk. We run such offers only on the basis of your instructions and have no responsibility for whether the offer is lawful.

• —Credit for a Conversion goes to the creator whose link produced the last click inside the attribution window in the Offer Details. If the Offer Details give no window, it is 30 days.
• —You will connect your conversion tracking to the network as we describe, keep your postback secret confidential, and tell us at once if you think it has been exposed so we can replace it. Conversions reported with your secret are treated as reported by you.
• —Report every Conversion honestly and promptly, and report any later change (a refund, cancellation or chargeback) as soon as you know of it. Never suppress, delay, alter or misattribute Conversions, and do not tell customers or creators to bypass the tracking link.
• —Send only what we need: the click identifier, an order or transaction reference, a value and a status. For offers that credit views, we may also use an IP address to match a Conversion to an earlier view. Do not send customers' names, email addresses, phone numbers or payment details.
• —Together we will check, at the start of each offer and whenever either of us reasonably asks, that tracking is working so creators are credited properly. We may test and audit your tracking (and your attribution provider's) on reasonable notice, up to twice a year. You are responsible for conversions that are missed or misattributed, whether by you or your provider; if an audit shows credit owed, you will pay it within 15 days, and if the shortfall is more than 5%, you will also pay our reasonable audit costs.
• —Where we change tracking, caps, dates, payouts or countries on an offer, the change is recorded in the Offer Details and applies from when it takes effect.

• —A reported Conversion starts as pending. It becomes payable when approved. Conversions that are not disputed in time are treated as valid.
• —You may reject a Conversion only if it is invalid: it came from a bot, script or other automated or fraudulent method; the person did not meet the criteria in the Offer Details; it is a duplicate of one submitted in the previous 30 days; or it was reversed (refunded, cancelled or charged back) within the return period in the Offer Details. Give us a reason.
• —Tell us about any Conversion you dispute within 30 days after the end of the month in which it happened. Identify it by date and time, sub-ID, IP address (if you have one) and the reason. We will work with you in good faith to resolve it.
• —You will not use or contact anyone from a rejected Conversion in a way the law does not allow, and you may not use a rejected Conversion for any purpose.
• —We may hold or reverse Conversions that we find were invalid, whatever their status.

• —For every approved Conversion you owe the Payout to the creator plus our fee, as stated in the Offer Details. The total is the Fees for that Conversion.
• —We will invoice you monthly (or on the schedule in the Offer Details) from the Conversions recorded in the network and confirmed in your dashboard or by your report. If you do not confirm or dispute them within 10 days of the end of the month, we may pause your offers until you do.
• —Invoices are due 30 days after the end of the month in which the Conversions happened, or on receipt if we invoice later.
• —Fees are before any sales, use, excise or withholding tax. You will pay those taxes, or give us a valid exemption certificate.
• —Overdue undisputed amounts bear interest at 1% a month, or the highest rate the law allows if lower. You will pay our reasonable costs, including legal fees, of collecting undisputed amounts.
• —You will keep accurate books about the Conversions and amounts due, and we may audit them once a year on reasonable notice. If an audit shows you owe more, you will pay it within 15 days, and our reasonable audit costs if the shortfall is more than 10%.

• —Each of us is responsible for our own use of personal information and for complying with the privacy laws that apply to us. We are independent businesses with respect to it: neither of us is the other's service provider.
• —We do not give you the personal information of the people who click, except what is needed to resolve a dispute or to run an offer that credits views. You will use anything we do share only for that purpose.
• —If we send you a verified request from a consumer to delete or stop using information we passed on, you will act on it within two weeks.
• —Each of us will promptly tell the other about a breach of personal information that we shared, keep it secure with reasonable technical and organisational measures, and reasonably help the other respond to consumers' requests.
• —You will not use the network, or anything it tells you about a person, to decide whether to give someone credit, employment or a licence, or in any other way that would make it a consumer report.

• —These Terms start when you create your account or first run an offer, and continue until ended.
• —Either of us can end this agreement, or pause or end any offer, with two business days' written notice (email is enough).
• —Either of us can suspend the agreement at once if we receive a complaint or reasonably believe the other's actions, advertising or business expose us to harm or legal risk. We will share the complaint and work on a response together.
• —When it ends, you must still pay for Conversions generated before the end (including within the attribution window), the parts of these Terms that by their nature continue will continue, and each of us will stop using and return or delete the other's confidential information, except what the law or our ordinary backup and record-keeping requires us to keep.

EXCEPT AS THESE TERMS EXPRESSLY SAY, NEITHER OF US MAKES ANY WARRANTY, EXPRESS OR IMPLIED. THE NETWORK, ITS REPORTS AND CREATOR TRAFFIC ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE DO NOT PROMISE THAT YOU WILL MAKE ANY SALE OR PROFIT, THAT TRACKING WILL BE ERROR-FREE, OR THAT THE SERVICE WILL BE UNINTERRUPTED. WE DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

EXCEPT FOR INDEMNITY OBLIGATIONS, YOUR BREACH OF THE SECTIONS ON PERSONAL INFORMATION OR CONFIDENTIALITY, AND YOUR OBLIGATION TO PAY FEES, NEITHER OF US IS LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, DATA OR BUSINESS, ARISING OUT OF THESE TERMS. OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM IS LIMITED TO THE FEES YOU PAID US IN THE SIX MONTHS BEFORE THE EVENT THAT GAVE RISE TO IT. THESE LIMITS DO NOT APPLY WHERE THE LAW DOES NOT ALLOW THEM.

• —You will defend and cover us, our officers, employees, agents and affiliates against third-party claims, and the reasonable costs of dealing with them (including legal fees), that arise from: your products, offers, creative materials or landing pages; your marketing; your use of personal information; your breach of these Terms or the law; the taxes you owe; or your missing or lapsed licences.
• —We will defend and cover you against third-party claims that the services we provide, used as allowed, infringe someone's intellectual property rights, or that arise from our breach of these Terms.
• —Neither of us has to cover a claim to the extent it is caused by the other's act or omission. The party seeking cover must tell the other promptly in writing and reasonably cooperate; the party giving cover controls the defence and cannot settle in a way that harms the other without consent.

Each of us will keep the other's non-public information confidential — for example payout rates and fees, reports, creator information, the terms of our deal, and business plans — use it only for this agreement, protect it as carefully as our own, and share it only with people who need it and are bound to keep it confidential. This does not cover information that is public through no fault of ours, that we got lawfully from someone else, that we already had, or that the law requires us to disclose (we will tell the other first where we can). These duties last one year after the agreement ends, and longer for trade secrets and personal information.

If you use the network for a client, you confirm you are authorised to act for that client, including to make payments to us. You and the client are both responsible for everything owed under these Terms. Money your client pays you for invoiced Fees must be held for us and passed on as these Terms require. If the client does not pay, you will make reasonable efforts to collect it, and we may collect from the client directly.

• —If there is a problem, write to us at info@creator365media.com first and give us 30 days to resolve it in good faith.
• —These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-law rules. Disputes that are not resolved must be brought in the state or federal courts located in Miami-Dade County, Florida, and each of us consents to those courts and waives trial by jury. The prevailing party may recover reasonable legal costs where the law allows.
• —Neither of us may transfer these Terms without the other's written consent, which may not be unreasonably withheld, except to a successor to all or substantially all of our business.
• —Neither of us is liable for delay or failure caused by events beyond our reasonable control.
• —We are independent contractors. Neither of us can make promises for the other or run up costs on the other's behalf without written consent.
• —If part of these Terms cannot be enforced, the rest still applies. Not enforcing a right does not waive it. These Terms, the Offer Details and the Privacy Policy are our whole agreement on this subject.
• —We may update these Terms. We will post the new version with its version number and tell you by email or in your dashboard. If you do not agree to a change you can end the agreement; if you keep running offers after it takes effect, you accept it.
• —When you tick the box or click to accept, you are signing electronically, with the same effect as a handwritten signature. We record the time, the version of the Terms and the network address and browser you accepted from.
• —Notices go to the email address on your account, or to info@creator365media.com and 5794 Bird Rd, Unit #752, Miami, FL 33155 for us.