Sunleads
Sign in

Service Agreement

Terms and Conditions

These Terms and Conditions, together with any Insertion Order (whether physically attached hereto or incorporated by reference) (collectively, the “Agreement”), constitute the complete and exclusive agreement between the ADVERTISER (the “Advertiser”) and the AFFILIATE (the “Affiliate”). The term “Party” refers to either the Advertiser or the Affiliate individually, while “Parties” collectively refers to both.

Formation of the Contract

a) The Agreement sets forth the terms and conditions under which the Affiliate shall provide services to the Advertiser. The Advertiser appoints the Affiliate to perform the services on behalf of both itself and the Advertiser.

b) ANY ADDITIONAL TERMS, CONDITIONS, PERFORMANCE CRITERIA, GUARANTEES, OR PRIOR REPRESENTATIONS OR WARRANTIES OF ANY KIND (WHETHER ORAL OR WRITTEN), REGARDLESS OF TIMING, SHALL HAVE NO EFFECT UNLESS SPECIFICALLY INCORPORATED INTO THIS AGREEMENT.

c) Any modifications to the Agreement shall be invalid unless expressly agreed to in writing within the Insertion Order and signed by an authorized representative of both the Advertiser and the Affiliate.

d) This Agreement shall:

  • (a) supersede and replace any other terms or conditions specified, included, referred to, or contained in any document (except for the Insertion Order signed by both Parties); and
  • (b) take precedence over any other terms or conditions upon which a quotation has been provided to the Advertiser, rendering any similar provisions in such Terms and Conditions ineffective.

Definitions

Advertiser: The advertiser for whom the Advertiser acts as an agent under a relevant Insertion Order (IO).

Product: The application or online service platform (e.g., website, etc.) fully owned by the Advertiser, or an application or online service platform licensed to the Advertiser.

Campaign (Service): The activities performed by the Affiliate for the Advertiser under this Agreement. These activities primarily involve placing and promoting banners and landing pages of the Product provided by the Advertiser. They may also include other promotional actions for the Product and any required web marketing consultancy services.

Materials: Include, without limitation, logos, images, texts, videos, banners, landing pages, creative works, copies, active URLs, and campaign creatives.

IO (Insertion Order): A document intended to clarify and describe the business terms between the Parties, issued periodically by the Advertiser to the Affiliate. This Agreement may include multiple Insertion Orders, each of which forms an integral part of this Agreement.

Promotional Service Platform: The Affiliate's system or method for delivering mobile applications and services to clients, including but not limited to websites, app stores, ad networks, in-app cross-sell services, etc.

  • CPA: Deliverables sold on a cost-per-acquisition/action basis.
  • CPB: Deliverables sold on a cost-per-billable-acquisition/action basis.
  • CPS: Deliverables sold on a cost-per-sale basis.
  • CPL: Deliverables sold on a cost-per-lead basis.
  • CPI: Deliverables sold on a cost-per-install basis.
  • CPD: Deliverables sold on a cost-per-download basis.
  • CPC: Deliverables sold on a cost-per-click basis.
  • CPM: Deliverables sold on a cost-per-1000-impressions basis.

Intellectual Property Rights: All present, future, and contingent intellectual property rights, including but not limited to goodwill, reputation, confidential information, copyrights, trademarks (registered or unregistered), logos, service marks, registered and unregistered designs, blueprints, models, diagrams, information, drawings, computer programs, specifications, source and object code, data, processes, patents, know-how, trade secrets, inventions, database rights, and any rights protecting these rights, including all renewals and extensions worldwide, whether currently existing or created in the future. Except as expressly granted under this Agreement, the Advertiser retains all rights, title, and interest in its intellectual property and any derivatives thereof.

Site Service: The web-based application, reporting, data access, and advertising services provided by the Advertiser.

Site or Advertiser Site: The website through which the Site Services are accessed.

Provision of Service

a) Service Delivery. From the Commencement Date, the Affiliate shall promptly provide the Services with the highest level of professional care and skill, in a diligent manner consistent with current best industry practices, and always in full compliance with this Agreement, including the specifications and deadlines outlined in the applicable Insertion Order.

b) Access to Services. Access to the Site Service and use of the Advertiser Site are governed by this Agreement. The Advertiser reserves the right, at its sole discretion, to withhold or terminate the Affiliate’s participation at any time, regardless of prior approval.

c) Third-Party Publishers. The Affiliate acknowledges and agrees that if it represents or acts on behalf of third-party affiliates or websites (“Third-Party Publishers”), it assumes full responsibility for their actions and ensures their compliance with this Agreement and all applicable laws. The Affiliate agrees to indemnify, defend, and hold the Advertiser harmless from any damages arising from a Third-Party Publisher’s breach of its obligations or warranties under this Agreement. The Affiliate further warrants that it has the ability to immediately terminate the participation of any Third-Party Publisher.

d) License. Subject to the terms of this Agreement, the Advertiser grants the Affiliate a revocable, non-transferable, and limited license to use the Site Service, the Advertiser Site, and any resulting data, reports, information, or analyses (“Site Data”) solely for the purposes set forth herein.

e) Acceptance of a Campaign. By accepting and executing a Campaign, the Affiliate warrants full compliance with all terms and conditions of this Agreement. Failure to do so may result in immediate termination of the Agreement by the Advertiser and withholding of payments to the Affiliate without penalty.

f) Use of Creatives and Materials. The Affiliate acknowledges that the Advertiser provides a non-exclusive, non-transferable, revocable right to use the creatives, materials, and links solely in accordance with this Agreement and the relevant Insertion Order. Except as expressly stated herein, this Agreement grants no rights to the Affiliate in the Advertiser’s materials, Intellectual Property, or trade secrets.

g) Restrictions on Materials. The Affiliate may use only the creatives and materials provided by the Advertiser. Altering, modifying, manipulating, or creating derivative works of any links or Advertiser materials is prohibited unless expressly approved in writing by the Advertiser.

Any custom creatives, texts, pre-landers, or self-produced promotional materials require prior approval from the Advertiser.

h) Revocation of Rights. The Advertiser reserves the right to revoke the Affiliate’s license or any granted rights at any time by providing written notice.

i) Implementation of Changes. The Affiliate shall promptly implement any changes to the advertising campaign as communicated by the Advertiser. The Advertiser may withhold payments if the Affiliate fails to implement such changes without delay.

Payment and Payment Liability

a) Invoicing. The Affiliate shall issue monthly invoices after providing the Services. The payment term shall be 7 working days from the date the Advertiser receives the invoice.

b) Payment Method. The Advertiser shall settle invoices via bank transfer using the bank account details provided by the Affiliate. Any bank fees associated with the transfer shall be borne by the Affiliate upon receipt of funds.

c) Taxes and Minimum Payment Threshold. The Affiliate acknowledges and accepts full responsibility for any taxes incurred. Payments will be processed on a weekly, net-7 basis only if the payment amount meets the minimum threshold of $1000, payable via wire transfer. The Affiliate understands that this payment policy may be revised at any time and agrees to comply with any updated policy.

d) Advance Payments. Upon the Affiliate’s request, the Advertiser may, at its discretion, provide an advance payment. In such cases, the Affiliate must either (i) deliver services equivalent to the advanced amount within 30 days, or (ii) return any unused portion of the advance payment within the same period.

Fraud

a) Prohibited Conduct. The Affiliate is strictly prohibited from engaging in fraudulent activities, violating applicable laws, falsifying information related to referrals generated through the Links, or exceeding authorized access to the Advertiser Site.

Examples of prohibited conduct ("Fraud") include, but are not limited to: automated methods to artificially increase clicks, submission of false information, spyware or stealware, cookie-stuffing, dishonest activities, click fraud, or any other deceptive behavior that harms the Advertiser.

b) Right to Terminate. The Advertiser reserves the right, at its sole discretion, to terminate this Agreement without liability if it determines that the Affiliate has engaged in Fraud.

c) Consequences of Fraud. If the Advertiser confirms that the Affiliate has committed Fraud, the Affiliate shall forfeit all payments for Campaigns.

If the Affiliate is warned about fraudulent activity and fails to promptly remedy the issue, the Affiliate shall be liable for all resulting costs and legal fees, in addition to any other remedies available to the Advertiser.

d) Third-Party Publishers. Upon being notified by the Advertiser that a Third-Party Publisher has engaged in activities prohibited by the Agreement (including fraudulent traffic generation), the Affiliate must immediately cease cooperation with such Third-Party Publisher regarding participation in the Advertiser's campaigns.

Failure to discontinue cooperation within 3 days of the notification may result in immediate termination of this Agreement.

If the Advertiser determines, at its sole discretion, that a Third-Party Publisher has engaged in prohibited activities, the Advertiser may adjust and withhold payment to the Affiliate accordingly. The Advertiser may withhold or adjust sums related to the prohibited actions of Third-Party Publishers regardless of the Affiliate’s involvement or awareness.

Qualified Action

a) Definition.

The Advertiser will compensate the Affiliate for each Qualified Action, defined as actions generated by the Affiliate that do not involve:

  • (a) artificial volume inflation via scripts, programs, devices, or other methods;
  • (b) excessive page reloads;
  • (‌c) unauthorized incentives offered to clients by the Affiliate or any Third-Party Publisher;
  • (d) browser auto-spawning;
  • (e) automatic user redirection;
  • (f) misleading links or any method resulting in artificially increased impressions or clicks;
  • (g) unlawful deposits, revenues, or traffic;
  • (h) deceptive practices in generating promotional data not based on authentic user behavior.

b) Traffic Quality. The quality of conversions takes precedence over quantity. Fraudulent, low-quality, or unapproved traffic (including restricted traffic types listed in the IO) is strictly prohibited. The Advertiser reserves the right to refuse payment for such traffic and may charge back any previously paid amounts that fail to meet the criteria of a Qualified Action or are deemed fraudulent, low-quality, or unapproved.

Representations and Warranties

a) Affiliate Compliance. The Affiliate represents and warrants that it will comply with all obligations, requirements, and restrictions set forth in this Agreement, as well as all applicable laws, rules, regulations, and policies.

b) Authority to Enter Agreement. The Affiliate confirms that it possesses all necessary rights, authority, and capacity to enter into this Agreement and to fully perform its obligations under it.

c) Non-Infringing Materials. The Affiliate guarantees that all materials it provides do not violate any laws or infringe upon the intellectual property, privacy, or personal rights of any third party. The Affiliate further warrants that such materials do not contain or link to any harmful, defamatory, obscene, sexually explicit, threatening, discriminatory, illegal, profane, or otherwise objectionable content, as reasonably determined by the Advertiser.

d) Advertiser’s Authorization. The Advertiser represents and warrants that the Affiliate's use of the Campaign is authorized and permitted under this Agreement.

The Advertiser confirms that it holds the rights necessary to authorize the Affiliate to use the Campaign and that such use, reproduction, distribution, display, and any related data or products will not violate criminal laws, infringe third-party rights, or contain objectionable content that could encourage unlawful conduct or result in legal liability.

Limitation of Liability

Under no circumstances shall the Advertiser be liable for any consequential, special, indirect, incidental, exemplary, or similar damages — including, without limitation, lost profits or loss of business opportunities — whether or not such damages were foreseeable and whether arising out of contract, tort, or any other legal theory. This limitation applies even if the Advertiser has been advised of the possibility of such damages, and regardless of any failure of essential purpose of any limited remedy.

The Advertiser’s total aggregate liability for any claim arising under or related to this Agreement shall be strictly limited to the amount received by the Advertiser from the Affiliate under the specific Insertion Order that gave rise to the claim.

Indemnification

a) Affiliate Indemnification. The Affiliate agrees to indemnify, defend, and hold harmless the Advertiser, its subsidiaries, publishers, partners, licensors, directors, officers, employees, owners, and agents from any claims, actions, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

  • any breach by the Affiliate of this Agreement,
  • any misrepresentation, warranty, or obligation made by the Affiliate, or
  • any claims relating to the Affiliate’s Promotional Service Platform, content included therein, or activities conducted by the Affiliate.

b) Advertiser Indemnification. The Advertiser agrees to indemnify, defend, and hold harmless the Affiliate, its subsidiaries, publishers, partners, and their respective directors, officers, employees, owners, and agents from any claims, liabilities, losses, costs, and expenses (including reasonable legal fees) resulting from any breach by the Advertiser of this Agreement, or any misrepresentation, warranty, or obligation made herein by the Advertiser.

c) Additional Remedies.In addition to all other available remedies, the Advertiser may withhold unpaid Commissions, freeze payments, or charge back previously paid Commissions if:

  • (i) the Affiliate violates this Agreement;
  • (ii) complaints indicate non-compliance with the Agreement; or
  • (iii) a Qualified Action is determined, after payment, not to meet the Agreement’s requirements.

These measures may be taken regardless of whether the Commissions were initially earned legitimately.

In the event of a material breach, the Advertiser may disclose the Affiliate’s information to law enforcement authorities, regulatory bodies, or affected third parties.

Disclaimer of Warranty

The products and services provided to the Affiliate are offered "as is." Except as explicitly stated in the Agreement, the Advertiser disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or arising from course of dealing, usage, or trade. Advertiser does not guarantee that the products or links will meet the specific requirements of the Affiliate and expressly disclaims any liability for acts or omissions related to their products or services.

Confidential Information

"Confidential Information" encompasses campaigns, Insertion Orders, Advertiser statistics, and any information marked as "confidential" or "proprietary." During the Agreement and for two years post-termination, neither party may disclose or use the other party's Confidential Information. Exceptions include information independently developed, publicly known, received from an authorized third party, approved for release in writing, or required by competent legal or governmental entities.

Term and Termination

a) Term. The Agreement starts upon signature of the Insertion Order and will automatically renew for successive 1-year terms unless terminated by either party with a 3-day written notice.

b) The Advertiser can end any Insertion Order by providing a 3-day written notice to the Affiliate, who must cease services immediately upon receipt to avoid further fees.

c) The Advertiser may instantly terminate the Agreement without notice if the Affiliate breaches terms of the Agreement or Insertion Order and fails to rectify the breach within 15 days of receiving written notice.

d) Upon termination, all licenses and rights granted to the Affiliate cease immediately. The Affiliate must stop using and delete all Links and intellectual property provided by the Advertiser, remove Advertiser's campaigns and materials from their sites, and discontinue using the Site Service and Site Data. Sections 3, 4, 5, 6–12 shall survive termination of the Agreement.

Force Majeure

In cases of Force Majeure events beyond the parties' control, preventing full or partial performance of the Agreement, neither party shall be held liable. The affected party must promptly notify the other party in writing. If the Force Majeure event persists for over 45 days, both parties will negotiate performance or termination of the Agreement. Failure to reach an agreement within 3 months allows either party to terminate the Agreement. Each party covers its costs upon termination, excluding further claims for compensation. Force Majeure includes unforeseen, unavoidable, or insurmountable events like earthquakes, floods, wars, or circumstances accepted as Force Majeure in international commercial practice.

Headings

Headings serve convenience purposes and do not define, limit, or describe the Agreement's scope.

Jurisdiction and Venue

The Agreement follows laws without conflicts of interest rules. Disputes will be negotiated in good faith between the parties within 45 days after written notice.

Notice

Notices must be in writing via fax, email, or express airmail, considered received when transmitted by fax on the day of transmission, or when sent by mail or email and received at the addresses specified in the Insertion Order (IO).

Miscellaneous

a) Waiving a breach does not waive subsequent breaches and does not alter the waiving party's rights.

b) Invalid provisions will be replaced to reflect the original intentions, and the remaining terms remain valid.

c) The Agreement does not establish a partnership or agency relationship between the parties.

d) The Affiliate will not engage in performance-based advertising with any advertiser from the Advertiser site for a year unless a prior business relationship is proven.

e) The Affiliate cannot assign rights or obligations without the Advertiser's written consent during the Agreement.

Updated on November 15, 2025