Affiliate Member Agreement

DATED April 28, 2016

This Affiliate Member Agreement (“Agreement”) is an agreement between MANTIS Ad Network, LLC, a Colorado limited liability company (“MANTIS”) and you (if registering as an individual) or the entity you represent (if registering as a business) (“Affiliate”) pursuant to the terms of the Master Services Agreement (“MSA”) between MANTIS and Affiliate which is herein incorporated by this reference. In the event of a conflict between any terms of the MSA and terms of this Agreement, the applicable terms of this Agreement shall control. Capitalized terms used and defined in the MSA shall have the same meaning when used in this Agreement.

WHEREAS, MANTIS owns and operates an online advertising platform (“Ad Network”); and

WHEREAS, Affiliate would like to refer business to MANTIS in exchange for compensation, all on the terms and conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows:

  1. DEFINITIONS. The following definitions apply to capitalized terms in this Agreement. All other capitalized terms are defined in the body of the Agreement.
    1. Client” means any third-party who would pay MANTIS to provide a service such as advertising or consulting that is referred by the Affiliate. This would exclude any third-party who earns revenue through use of our services such as a publisher or content producer. If the third-party has already paid MANTIS for services in the past, they would not be considered a client, and Affiliate would not be eligible for compensation.
    2. Action Fraud” shall collectively include, without limitation, for example, click fraud or impression fraud, or fraud of any other kind, whether in any automated or human way, by the use of a person, an automated script or a computer program (for example, online robots or “bots”) to click on an any form of response mechanism, annotation or advertising unit, or any other fraudulent means, to increase impressions, skew results or imitate a legitimate user of a web browser, for example, by clicking on an ad unit for the purpose of generating an improper click value and generating revenue.
    3. Clicks” are defined as an occasion on which a user clicks on the Client’s ad banner/advertising materials directing him/her to the Client’s URL. A click shall be deemed a “Countable Click” if, and only if, it (i) is counted by the MANTIS ad server and (ii) is unique, as determined by MANTIS in its sole discretion.
    4. Execution Date” is considered the time in which the Client was considered a referral by the Affiliate for the first time. This is typically recorded on the same day the Client’s account was created.
  2. CONFLICT OF INTEREST. In order to receive compensation for referring a First Time Client, the affiliate must agree that they have no vested interest in the client and does not work directly for the client and has no intention to do so.
    1. Fees. Beginning on the first day of the month, MANTIS shall pay to Affiliate a monthly fee equal to 5% of all revenue debited from a Client’s balance by MANTIS during the previous month. If the amount does not exceed $50, it is carried over to the next month until the minimum has been met.
    2. Limitations. Affiliates are only entitled to Fees as described in Section 3(a) for up to one year following the Execution Date with a maximum allowance of $10,000 per client.
    3. Expenses. MANTIS shall bear all of its own expenses arising from its performance of its obligations under this Agreement, including expenses for facilities, work spaces, utilities, management, clerical and reproduction services, supplies and the like, unless expressly agreed to otherwise in writing by MANTIS and the Affiliate.
    4. Payment Terms. MANTIS will initiate payment to Affiliate within thirty (30) days following the end of the prior month. Payment shall be made by company check, bank check, bank transfer, Paypal or Stripe as requested by Affiliate in the MANTIS Administration Panel. All determinations and calculations of monies paid to Affiliate by MANTIS will be final and binding; provided, however, MANTIS reserves the right to adjust past and future payments for any reason whatsoever, including for example, non-payment from Client, system errors, breach of any terms of this Agreement, invalid activity and prohibited activities.
    5. Taxes. Affiliate shall be responsible for paying all income taxes and other taxes charged to Affiliate on amounts earned hereunder. To that end, Affiliate will provide such information as is required to enable MANTIS to prepare a 1099 form, if required. All financial and other obligations associated with Affiliate’s business are the sole responsibility of Creator.
  4. COUNTABLE CLICKS. Any click on Client’s banners/advertising materials resulting from robot clicks, multiple clicks from the same user/IP for the same Campaign and incomplete requests shall not be considered unique Countable Clicks.
  5. FRAUDULENT ACTIVITY. Any method that artificially and/or fraudulently generates clicks or impressions is strictly prohibited. These prohibited methods include, but are not limited to: repeated manual clicks, using robots, automated clicking tools or other deceptive software. Any attempts to artificially inflate account statistics will result in immediate account termination and forfeiture of all amounts due to Affiliate, including those that may not be related to the fraudulent activity. MANTIS reserves the right to permanently withhold all payments to any Affiliate engaging in fraudulent activity.
    1. MANTIS may terminate this Agreement at any time, with or without cause. In the event of any cancellation by MANTIS, except as otherwise stated in Section 5(b) and/or Section 8 above, MANTIS shall remain obligated to pay Affiliate for any Ads delivered for Client until the time of cancellation.
    2. Either party may terminate this Agreement at any time if the other party is in material breach of its obligations hereunder.
  7. LIMITATION OF LIABILITY. MANTIS’ aggregate liability to the Affiliate under this agreement for any claim is limited to the amount paid by MANTIS to the Affiliate during the one (1) month period immediately preceding the date the claim arose.