AFFILIATE NETWORK
MASTER AGREEMENT
This Affiliate Network Master Agreement (the “Agreement”) is entered into on [SIGNATURE_DATE] (the “Effective Date”) by and between:
AdRice LLC-FZ , a company duly incorporated and existing under the laws of U.A.E., with company Reg. Number 2538037, having its registered office at Meydan Grandstand, 6th Floor, Meydan Road, Nad Al Sheba, Dubai , owner and lawful operator of the affiliate network platform known as Adrice Network (hereinafter referred to as the “Network”, “Affiliate Network” or “Adrice Network”),
and
[AFF_COMPANY_NAME], a company duly incorporated under the laws of [AFF_COUNTRY], with VAT / company registration number [AFF_COMPANY_NO], having its registered office at [AFF_ADDRESS], registered on the Network with Affiliate ID [USER_ID] on [AFF_JOIN_DATE] (hereinafter referred to as the “Affiliate” or “Publisher”).
The Network and the Affiliate are hereinafter individually referred to as a “Party” and collectively as the “Parties”.
1. NATURE, PURPOSE AND STRUCTURE OF THE AGREEMENT
1.1 This Agreement constitutes a master framework agreement governing all present and future legal, commercial and operational relationships between the Network and the Affiliate in connection with the Affiliate’s participation in the Adrice Network affiliate network.
1.2 This Agreement is intentionally drafted as a general and overarching contract, while the detailed operational, promotional, technical and compliance rules applicable to the Affiliate’s activities are defined in one or more annexes, including Annex A – Promotion Guidelines, which forms an integral and binding part of this Agreement.
1.3 By accepting this Agreement, the Affiliate expressly confirms that it has read, understood and accepted this Agreement and all annexes, including any future amendments or updates issued by the Network.
2. INDEPENDENT STATUS OF THE AFFILIATE
2.1 The Affiliate participates in the Network as an independent economic operator, acting in its own name, on its own behalf and under its sole responsibility.
2.2 Nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, employment, franchise or representative relationship between the Parties.
2.3 The Affiliate has no authority whatsoever to bind the Network, to make representations on its behalf, or to present itself as an official representative of the Network or of any advertiser.
3. ACCESS TO THE PLATFORM AND NETWORK DISCRETION
3.1 The Network grants the Affiliate a limited, revocable, non-exclusive and non-transferable right to access and use the Adrice Network platform solely for the purposes contemplated under this Agreement.
3.2 The Affiliate acknowledges that access to the Platform:
3.3 The Network retains full discretion to determine:
4. ALLOCATION OF RESPONSIBILITY FOR PROMOTIONAL ACTIVITIES
4.1 The Affiliate acknowledges that all promotional and advertising activities are carried out autonomously, without supervision, approval or control by the Network.
4.2 The Network does not determine how the Affiliate promotes the Offers, which traffic sources are used, or which advertising strategies are adopted.
4.3 The detailed rules governing promotional activities, including prohibited practices and compliance obligations, are set out in Annex A – Promotion Guidelines, which the Affiliate expressly accepts and undertakes to comply with in full.
4.4 Any violation of the Promotion Guidelines shall constitute a material breach of this Agreement.
5. REPRESENTATIONS, WARRANTIES AND ASSUMPTION OF RISK
5.1 The Affiliate represents and warrants that it:
5.2 The Affiliate expressly assumes all risks arising from its participation in the Network, including legal, regulatory, reputational and financial risks connected to its promotional conduct.
6. LEADS, VALIDATION AND COMMISSIONS
6.1 The Parties acknowledge that the Network operates on a lead validation model, whereby only Leads confirmed by the Network’s call center through a telephone call are eligible for commission.
6.2 The Affiliate acknowledges that the call center validation process is final, binding and non-contestable, and that no commission shall be due for unconfirmed or rejected Leads.
6.3 Commission amounts (CPL) are those displayed on the Platform at the time the Lead is generated, subject to the Network’s verification procedures.
7. PAYMENT HOLDS, WITHHOLDING AND PROTECTIVE MEASURES
7.1 In order to protect the integrity of the Network, advertisers and third parties, the Network may apply temporary or permanent payment holds for verification, compliance or risk management purposes.
7.2 In cases of repeated or serious violations, the Network reserves the right to withhold and not pay commissions relating to Leads generated in the sixty (60) days preceding the detection of the violation.
7.3 Such measures shall be deemed legitimate contractual safeguards and shall not give rise to any right to compensation or damages.
8. SUSPENSION AND TERMINATION
8.1 The Network may suspend or terminate the Affiliate’s account immediately and without prior notice in the event of breach of this Agreement or of any annex.
8.2 Upon termination, the Affiliate shall immediately cease all promotional activities related to the Network and the Offers.
9. CONFIDENTIALITY
9.1 All non-public commercial, technical and financial information exchanged between the Parties shall be considered confidential.
9.2 Confidentiality obligations shall survive termination of this Agreement.
10. DATA PROTECTION AND COMPLIANCE
10.1 Each Party shall comply with all applicable data protection laws, including GDPR.
10.2 The Affiliate shall process personal data solely within the scope permitted by this Agreement and the annexes.
11. LIMITATION OF LIABILITY AND INDEMNIFICATION
11.1 The Network shall not be liable for indirect, incidental or consequential damages arising from the Affiliate’s activities.
11.2 The Affiliate agrees to fully indemnify and hold harmless the Network from any claims, damages, penalties or losses arising from the Affiliate’s conduct.
12. GOVERNING LAW AND JURISDICTION
12.1 This Agreement shall be governed by the laws of U.A.E..
12.2 Any dispute shall be subject to the exclusive jurisdiction of the courts of U.A.E..
13. FINAL PROVISIONS
13.1 This Agreement, together with its annexes, constitutes the entire agreement between the Parties.
13.2 The Network reserves the right to amend this Agreement and its annexes unilaterally. Continued use of the Platform constitutes acceptance of such amendments.
NETWORK
AdRice LLC-FZ
AFFILIATE
[AFF_COMPANY_NAME]
ANNEX A – PROMOTION GUIDELINES
This Annex A – Promotion Guidelines forms an integral and binding part of the Affiliate Network Master Agreement between the Network and the Affiliate.
Compliance with this Annex is mandatory. Any violation shall constitute a material breach of the Agreement.
1. SCOPE AND APPLICABILITY
1.1 These Promotion Guidelines apply to all promotional activities, traffic sources and advertising materials used by the Affiliate.
1.2 The Affiliate is solely responsible for ensuring that all promotional activities are lawful, transparent and compliant.
2. MISLEADING AND DECEPTIVE PRACTICES (STRICTLY PROHIBITED)
The following practices are strictly forbidden:
3. BRAND AND IDENTITY PROTECTION
3.1 The Affiliate shall not use:
3.2 Unauthorized brand usage may result in immediate termination and fund freeze.
4. PRODUCT IMAGES AND CREATIVES
4.1 Only creatives officially provided or approved by the Network may be used.
4.2 The following are prohibited:
5. TRAFFIC QUALITY
5.1 Traffic must be real, human and intentional.
5.2 Prohibited traffic includes:
6. CALL CENTER VALIDATION
6.1 A Lead is valid only after phone confirmation by the Network’s call center.
6.2 Rejected Leads are final and non-payable.
7. MONITORING AND ENFORCEMENT
7.1 The Network may monitor promotional materials and request their removal.
7.2 Non-cooperation constitutes a material breach.
8. SANCTIONS
In case of violations, the Network may:
9. FINAL PROVISIONS
9.1 This Annex may be updated unilaterally by the Network.
9.2 Continued participation in the Network constitutes acceptance of such updates.