Publisher Terms & Conditions

SED Group, Inc. agrees to enter into this affiliate agreement, along with any amendments, with party submitting the Application For Affiliate Status, also known as "Affiliate". This Affiliate Agreement supplements Campaign Terms agreed to by the Affiliate. 
SED Group, Inc., and Affiliate agree to be bound legally by the following:

1. Definitions
   
1. “Opt-in" or "Opted-in" refers to the act of each consumer to receive by choice ads from the Affiliate.
   
2. "User" is anyone on the Internet.
   
3. "Action" refers to any steps taken to accomplish a certain task that is requested by Affiliate. This can include a sale, a click, a lead, and an impression (an ad that has been viewed but not clicked).
   
4. "Network" makes up the entire advertising network SED Group operates, and that is provided to Affiliates and Merchants.
   
5. "Advertiser" is anyone that provides the ads to go on Network for use by Affiliate.
   
6. “Ad" is the actual advertisement that is in the form of a graphic or text, which was supplied to SED Group that is to be added to the Network and is to be accessible for Affiliate use.
   
7. "Spam" is unsolicited bulk email that those who receive it did not ask for permission first.
   
8. "Campaign Terms" refers to specific guidelines that each campaign abides by in the network.
   
   
2. Amendments.
   
1. SED Group may amend, replace, or supplement this Agreement at any time. This may include changing Advertiser Payouts, posting an updated Agreement, or changing Campaign Terms on the SED Group website. Once changes are made, they go into effect immediately unless otherwise noted, and Affiliate will have agreed to be bound by such changes. The Affiliate must take sole responsibility for reading and keeping up-to-date with the Agreement and Campaign Terms, whether SED Group changes them or not.
   
3. Affiliate Requirements.
    
1. All affiliate applications are subject to review and may be reject at the sole discretion of SED Group.
   
2. When submitting an affiliate agreement, every potential affiliate must supply their name, e-mail address, street address, and telephone number. Also, Affiliate must be sure that all information the affiliate supplies on the application is kept updated at all time. When it comes to promotional materials, Affiliate must accurately, clearly, and completely describe all promotional methods in their descriptions, and supply any additional materials that may be required when asked for.
   
3. NO Affiliate website will contain any type of illegal activity, pornographic material, obscenity, racism, or anything that is hateful, provides deceptive advertising, piracy, libelous, or defamatory statements.
   
4. Affiliate cannot have any programming set up on his website that would force content to be downloaded to a user’s computer, without the user’s knowledge or consent.
   
5. Affiliate websites must be English language websites.
   
6. At any time SED Group believes that Affiliate’s website does not satisfy the terms of this agreement, SED Group has the right to terminate Affiliate’s account with the Network, and without notice. If SED Group does terminate agreement, affiliate will forfeit any and all commissions and earnings.
   
4. Rules For Affiliate.
    
1. At any time Affiliate fails to abide by the rules as set forth in this agreement, will be a violation of this Agreement and will result in immediate termination of the Affiliate from the SED Group Network. And all monies collected will be forfeited.
   
2. No Affiliate will use frames or iframe on his website for the purpose of loading advertiser’s website unless prior written approval is obtained from SED Group.
   
3. No Affiliate will take an ad that is supplied by SED Group and modify it for any reason, unless prior written approval is obtained from SED Group.
   
4. Every Affiliate must indicate whether he uses incentive traffic, and agree to offer incentives only to Users, who respond to ads, with permission from SED Group, and the Advertiser as indicated on the Network and Campaign Terms. SED Group reserves the right to define the term incentive.
   
5. While using Network, Affiliate cannot use any type of misleading or disparaging statements, whether oral or written, about an ad, advertiser, or SED Group.
   
6. When an Affiliate signs up and joins the Network, Affiliate must be willing to receive communications from SED Group and Advertiser, in the form of e-mail, postal mail, telephone, or fax.
   
7. No Affiliate will display an ad in newsgroups, message boards, blogs, unsolicited email, and other types of spam, link farms, counters, chatrooms, or guest books that are not part of the Network.
   
8. Affiliate must comply with all Campaign Terms as outlined in ads.
   
9. No Affiliate will generate actions that are in bad taste or that are done through fraudulent means. This includes any actions that occur manually or automatically. It also includes actions by using such devices as using adware or spyware, and encouraging or educating Surfers to cancel any service provided by Advertisers.
   
10. No Affiliate can display ads by way of MySpace accounts. This includes bulletins, comments, mail, profiles, or any other area of a MySpace account.
    
11. As an Affiliate, if you distribute ads via email, you must do so by using the following rules:
    
1. Affiliate must distribute ads only to those recipients who have Opted-in to receive such email from the Affiliate. SED Group prohibits and will not use Spam. Any use of Spam whatsoever by Affiliate will result in termination of account and forfeit Affiliate’s entire commission for all campaigns. Affiliate will also be held liable for any and all damages resulting from a violation of this provision including reasonable court costs. 
   
2. Affiliate is responsible to supply the name, date, time, and IP address of all users who Opt-in to Affiliate e-mail, to SED Group, if or when SED Group requests it.
   
3. Every Affiliate must make absolutely sure that when they provide an opt-in offer, they must also provide an opt-out offer with each e-mail sent.
   
4. At no time will Affiliate use the Advertiser or SED Group name (including any abbreviations) in the “From” or “Subject” line of any e-mail, unless specific permission is given otherwise.
   
5. Affiliate must never send e-mail or use an IP address that is fake.
   
6. Affiliate must use only pre-approved Advertiser subject and from lines as set out in Campaign Terms.
   
7. Every Affiliate must use their own tracking links that in turn will redirect to tracking links SED Group supplies.
   
8. Every Affiliate must have a privacy policy that is in full compliance with FTC guidelines, on their website. All e-mails that are sent are guided by the privacy policy, as well as all applicable local or international laws.
   
9. When Affiliate sends out e-mail, he/she must make sure that each email contains an unsubscribe link. Affiliate cannot send an e-mail that is listed in Advertiser’s suppression list as listed in Campaign Terms. Every e-mail Affiliate sends out must contain the Affiliate’s physical address, which cannot be a PO BOX. Affiliate must comply with all campaign instructions from SED Group and Advertiser as set out in Campaign Terms. Affiliate must comply with any and all applicable rules, regulations, and laws, specified or not within this Agreement, including adherence to CAN-SPAM Act of 2003.
   
5. Advertising Services and Warranties.
   
1. If Affiliate complies with every provision in this Agreement and Campaign Terms, SED Group will grant to Affiliate a non-exclusive, limited, revocable license to market, display, perform copy, transmit, and promote any ad provided. Affiliate's use of ads or copyrighted materials in violation of this Agreement is strictly forbidden and will result in termination of the agreement and Affiliate’s account.  
2. Under this agreement, SED Group has the sole responsibility to the Affiliate by supplying ads that will be placed on the Network. The Merchant understands that the advertising services SED Group provides are listed "as is".  SED Group and its Affiliates provide no warranties, guarantees, promises, or estimates (expressed, implied, oral, written, or otherwise), except what is specified in this agreement, and will not guarantee Campaign performance on the Network including click to action conversion rates, response rates, or conversion rates, from action to sale.
   
6. Commission Earnings and Payments.
   
1. SED Group shall send to each Affiliate a commission payment approximately thirty (30) days after the last business day of each month, if the total due for the month is greater than $50 dollars, or the amount is the minimum payment requested by the affiliate, whichever is higher. The only commissions that will be accounted for are what are created by the actions of an advertiser, and only after SED Group receives the full payment from the Advertiser. However, SED Group is under no obligation to pay Affiliates if any actions are recorded but paid by the Advertiser.
   
2. If a Merchant does not make a payment to the Network, and SED Group does not compensate Affiliate for this non-payment, affiliate can file a claim for unpaid commissions to against the Advertiser(s), who made such payment to Merchant. As such SED Group will not claim liability for any such payments.
   
3. SED Group or the Advertiser has the right, under laws of this agreement to reverse any action generated by the Affiliate. This will only happen if duplicate actions occur, actions are generated under fraudulent conditions, because of non-payment, or because Affiliate failed to comply with this Agreement.  SED Group reserves the right to apply reversals at any time, including when payment has been made.
    
7. Referral Program.
1. Affiliate shall be entitled to a 5% referral fee on commissions made to any other Affiliates (not including bonuses, rewards, additional payouts, Affiliate earnings where the Affiliate is an advertising network, and referral income), if they have been referred to SED Group using the Merchant’s branded Affiliate signup page. Merchant shall earn the 5% referral fee each month for up to 12 month. SED Group reserves the right to terminate an Affiliate referral program, in whole or in part, at any time for any reason, if they suspect fraud, questionable activity, or breach of the terms set out in the Agreement or Campaign Terms.  

8.      Legal Representation.
8.1.   SED Group and Affiliate represents that both parties have full legal basis for entering into this Agreement, including having the right, power, and authority to carry out all activities as stated herein.
9.      Non-Circumvention.
9.1.   There is to be no Affiliate that will solicit or recruit, directly or indirectly, any Advertiser that is known to Affiliate, to be an Advertiser of SED Group, for purposes of offering products or services that are in competition with SED Group. Affiliate will not make any contact to Advertisers for any reason, during the term of Affiliate's membership in the SED Group Network, and up to twelve (12) months following termination of Affiliate's membership in the SED Group Network.

10. Limitation of Liability.

1. UNDER NO CIRCUMSTANCES WILL SED GROUP OR AFFILIATE BE LIABLE TO EACH OTHER FOR ANY DAMAGES OR COSTS EITHER INDIRECTLY, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHERWISE, ARISING FROM MERCHANT’S PARTICIPATION IN SED GROUP’S NETWORK. SED GROUP SHALL ONLY BE HELD LIABLE FOR THE AMOUNT THE MERCHANT PAYS TO SED GROUP FOR SERVICES RENDERED. NO ACTION, LAWSUIT OR PROCEEDING SHALL BE BROUGHT AGAINST SED GROUP MORE THAN ONE YEAR AFTER THE DATE OF SERVICE.
   
2. Any Affiliate who signs up for the Affiliate program will agree not to hold SED Group or Advertisers liable for what may happen if any interruption or service should occur.
   
1. Liability Limitations.
    
1. Affiliate agrees not to hold SED Group, Advertiser, and each if its agents, officers, directors, and employees liable because of failure of any third-party to perform some action for Network or Affiliate. Affiliate acknowledges he is solely responsible for any legal liability that comes from using his Affiliate website(s), including any material to which Users can link through the Affiliate's website(s). Affiliate is also responsible for any consumer and/or governmental/regulatory complaint arising out of any e-mail campaign or other advertising campaign conducted by Affiliate, including any Spam or fraud complaint and/or by not getting explicit permission from consumers to send any such e-mail.  
   
   
2. Confidentiality.
   
1. Affiliate agrees not to disclose SED Group’s confidential information or the Advertiser’s confidential information, except for when it deals with commission rates, conversion rates, email addresses, fees, or identities of Advertisers, to any third-party without prior written permission from SED Group.
   
3. Act of Nature.
    
1. Neither SED Group nor Affiliate will be held in default of this agreement if any performance or action is inhibited, delayed, or prevented because of an act of God, fire, natural disaster, accident, terrorism, riots, acts of government, shortage of materials or supplies, or any other reason that is beyond the control of either SED Group or Affiliate. If such an event does occur, either SED Group or Affiliate will give the other party written notice thereof within three (3) business days of such event or occurrence.
   
4. Relationship.
   
1. Both parties to this Agreement are considered independent contractors. Neither SED Group nor Affiliate will have any right, or authority to enter into any agreement on behalf of the other Party. Each party is in full accord with the Agreement willingly, without any duress from the other party.
   
5. Remedies.
    
1. SED Group reserves the right to take legal action to cover damages and reasonable court costs against Affiliate, if Affiliate violates the terms of this Agreement, or commits fraud against SED Group. Except where specified, all rights to take legal action are cumulative, along with any other rights that may exist at that time.

16. Entire Agreement.

1. This Agreement constitutes the entire Agreement and overrides any other agreements, no matter if they were written, oral, express, or implied.
   
1. Governing Law.
    
1. This agreement and all rights that are attached will be governed by the laws and regulations of the Province of Ontario, Canada.

 18. Termination.
         18.1.  Either party can terminate this Agreement at any time as long as written notice is provided before hand.  
         18.2.  An Advertiser may legally terminate an Affiliate from the Advertiser's program for any reason.
         18.3.  Once this Agreement is terminated, all permissions that may have been granted under this Agreement will terminate. At the time of termination, Affiliate must remove all ads and links to Advertiser(s) immediately.  

 19. Incentive and Large mailing policy.

1. Affiliate must follow incentive and mailing policy. Policy found here.

AS WITNESS TO THIS AGREEMENT, SED Group and Affiliate have agreed to enter into this Agreement and as such, this Agreement is to be executed and binding at once, as soon as Affiliate’s application is accepted by SED Group.