Advertiser - T&C
This agreement is between you, The Advertiser (“Advertiser”); and Cielo Digital S.R.L, registered and incorporated in Costa Rica with a register office at Plaza Real Cariari Autopista General Cañas, Cruce de San Antonio de Belén, San Jose, Costa Rica, 40104 with a registered company number 3-102-812797 (“Olavivo”, “Olavivo.com”, “Olavivo Network”).
1.1 Olavivo.com is a technology platform which aims to introduce advertisers and distributors of products to affiliate marketing companies and individuals for the intention of promoting the advertiser’s or distributor’s products and services online.
Olavivo.com will allow access to its platform and services to the Advertiser and the Advertiser shall utilize the platform on the terms and conditions of this agreement and the IO signed by the parties. By registering as an advertiser, its agents, representatives, employees and any other person acting on its behalf with respect to the use of the Olavivo Network, shall be bound by, and consent to be bound by, this Agreement and the IO signed by the parties.
In this Agreement, the following clauses shall have the following meanings, unless the context otherwise noted:
• “Network” – means the proprietary website(s), platform, program, system, tracking system and all the relat
• ed tools that provided by Olavivo that enables an Advertiser to promote his products and campaigns along with purchase inventory in order to make his ads and campaigns available for distribution and/or promotion through the Olavivo Network.
• “Campaign” – A Campaign / Offer created by the Advertiser inside the Olavivo Network to promote a specific product and/or service.
• “Media Partner” – A marketing Media Partner / Publisher or Affiliate who is signed up to the Olavivo Network and agrees to promote the Advertiser’s products and/or services.
• “Advertiser” – An individual or business that chooses to promote either their own products and/or services on the Olavivo Network in accordance with these terms and agreements.
• “IO” – means the insertion order to be agreed in writing between the Parties following the Commencement Date and any further service levels the Parties may from time to time agree in writing.
• “Marketing Materials” – means online marketing and advertising materials being fully owned by the Advertiser or the Media Partner for example – Page, Funnel, Ad, Newsletter, Email Template, Banner, Picture, GIF, Text Ad, Video, or any other type of online marketing and advertising materials.
• “Advertiser Site” – A website being fully owned by the Advertiser which is being used and listed has a Campaign / Offer in the Olavivo Network.
• “Sale / Conversion” – An action that indicates a triggered successful transaction / conversion by Olavivo’s network in favor of the Media Partner who promotes the Advertiser’s specific Campaign.
• “Payout / Commission Rate” – The Payout Rate is the rate of commission, either a fixed sum or calculated as a percentage of the value of the proceeds of each sale, which the Advertiser agrees to reward Olavivo following the completion of each Sale / Conversion generated by Olavivo’s Media Partners in accordance with Olavivo tracking system and the IO signed by the parties.
• “Private Media Partner Payout” – A Private Media Partner Payout is a private or exclusive commission rate set by Olavivo and given to a specific Olavivo’s Media Partner which has not been advertised publicly on Olavivo’s network.
• “Advertiser Fees – The sum payable to Olavivo network by the Advertiser, based on each successfully tracked action as set out in clause 5.
• “Refunds and Chargebacks” – The amount repayable when the customer returns the Advertiser’s item or the Advertiser’s processing company declines the transaction for any reason, including but not limited to, for investigation/spam or fraudulent activity.
• “Tracking Codes/Pixel” – This is the Olavivo programming code requires to be added to all/any of the Advertiser’s website(s) in order to track “Successful Conversions”.
• “Customer” – An individual / end user who submits their information by using a marketing material tool provided by the Advertiser or Media Partner (including the Media Partner’s or Advertiser’s website(s)).
3.1. This Agreement shall come into effect upon the final signature of it by both parties or alternatively once the Advertiser clicks on the ‘Click to Action / Create My Advertiser Account’ button on the signup page at the Olavivo.com site. The agreement will remain in effect unless terminated in accordance with clause 3.2 or any breach of this agreement by the Advertiser.
3.2. Either party may terminate this Agreement upon giving at least thirty (30) days prior written notice to the other party in order to terminate the agreement in all fairness.
3.3. Following termination, all traffic will be redirected from the Advertisers Campaigns to the website of another Advertiser in the Olavivo Network or directly to the Olavivo.com website and the provisions of clause 19 will apply.
3.4. If the Advertiser is accepted into Olavivo’s network, all the information that the Advertiser provides in clause 3.1 must be accurate and true to their knowledge at the time of submission. It is the sole responsibility of the Advertiser to keep all user account information up to date. Failure to provide accurate information may result in account termination as outlined in clause 19.
3.5. Approval and acceptance of an Advertiser is at the sole discretion of Olavivo network and Olavivo reserves the right to refuse applications. The Advertiser hereby consents to Olavivo using the Advertiser’s details and Personal Data for the purposes of carrying out any factual checks that it considers to be necessary to confirm the identity of the Advertiser, its suitability for (and the suitability of the Advertiser’s Website(s)) for the Olavivo Network and any other matter which is connected to the Advertiser’s application and, whenever subsequently accepted by Olavivo is connected to its activities and role as a Olavivo Advertiser.
3.6. If the Advertiser is accepted into the Olavivo Network he will be required to complete a Know Your Customer (KYC) validation. This involves the submission of 2 forms of valid compliance documentation from the following lists (1 of each):
3.6.1. Photo Identification (Passport, Driving Licence or Government Issued Identification Card)
3.6.2. Address Verification (Utility Bill (on letter headed paper and dated within the last 3 months) or Bank Statement (on letter headed paper and dated within the last 3 months))
3.6.3. Company Registration Document (if payments will be made of a company instead of an individual)
3.7. KYC Documentation is held privately by Olavivo and will be reviewed and assessed by Olavivo’s compliance team who have full discretion on evaluating whether documentation provided is both genuine and accepted. Olavivo reserves the right to request further documentation in any specific Advertiser’s case.
3.8. Advertisers will also be required to provide a billing address when registering to Olavivo’s Network, the billing address can be for an individual or company but must match the address on the documentation provided in 3.6.2. This address will be verified by the Olavivo compliance team.
3.9. The “Advertiser – Terms and Conditions”, as published in the Olavivo.com website agreement [Thereinafter referred to as “Olavivo T&C”], is an integral part of this agreement. In the event of any conflicting terms, statements or conditions between this agreement and the Olavivo T&C, the latter shall overcome.
The Advertiser is dimmed to have read and accepted the Olavivo T&C before listing any campaign on the Olavivo network.
4.1. In consideration of the payment of the Advertiser Fees to Olavivo Network, Olavivo will allow access to the Olavivo Network subject to the terms and conditions set out in this agreement and accordance with IO signed by the parties.
4.2. Subject to the terms of this agreement and according to the IO signed by the parties, the Advertiser will be permitted to link to a specified page or ad hosted by the Advertiser containing advertising and marketing materials for use by Olavivo’s Media Partners in the promotion of the Advertiser’s products or services.
4.3. The Advertiser agrees to be solely responsible for the contents of his Marketing Materials and the manner in which they are being used by Olavivo’s Media Partners to promote the Advertiser’s products and/or services.
4.4. The Advertiser fully agrees not to do any one or more of the following activities:
4.4.1. Link to any website that contains or promotes, any of these types of content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or wares, or anything remotely similar to or a variation of, the above;
4.4.2. Violate any applicable privacy laws regarding physical or digital data/records; and/or
4.4.3. Engage in any illegal activity of any type;
4.4.4. Offer any goods or services or spam which are not permitted by law, or link to a website(s) that does so;
4.4.5. Engage in spamming, indiscriminate advertising or unsolicited commercial e-mail or break other applicable laws regulating commercial email and digital communications;
4.4.6. Introduce directly any virus, malware, worms, Trojan horses, key-loggers, spyware, or any other software with the intention of damage the property of others or breaking any applicable information security laws.
4.4.7. Distribute, sell, disclose, market or in any way distribute data which the Advertiser own or possess without the full consent of the information owner including data obtained via the Olavivo Network and the Olavivo Advertiser account.
4.5. Olavivo may not review or check all content on an Advertiser’s Website. The Advertiser will remain fully responsible for their website content and the goods and/or services promoted and/or sold from that website (including and without limitation, compliance of the same and all applicable laws regardless of the Advertiser location). Olavivo is not responsible, under any circumstances, for the practices of any specific Advertiser or Media Partner or for the content of their websites, posts, or emails or other communications using the Olavivo Network, and Olavivo shall have no liability (whether in contract, tort, negligence or otherwise) for the same.
4.6. The Advertiser shall compensate Olavivo against all costs (including, without limitation, legal costs), claims, losses, damages, defamation and awards suffered or incurred by Olavivo in relation to the Advertiser Website content, posts, or emails or similar communications and the goods and/or services promoted and/or sold from the Advertiser Website including, without limitation, any and all claims, losses, damages and awards against Olavivo in respect of non-compliance of the Advertiser Website, its content and/or the goods and/or services marketed and/or sold through it with all applicable laws.
4.7. The Advertiser is solely responsible for identifying and verifying the legality and legitimacy of any product and/or service they offer in each specific territory that they choose to promote in. In addition, the Advertiser is solely responsible for managing and optimizing the geographic origin of all traffic sent to the advertiser’s Campaign on the Olavivo Network in accordance to the signed IO by both parties involved.
4.8. The Advertiser agrees to inform Olavivo, related Sellers and Media Partners at least fourteen (14) days in advance of any maintenance that may affect its performance on the Olavivo Network (including, but not limited to, server upgrades, website content updates, important tracking updates and website re-launches). Any such aforementioned activity carried out by the Advertiser shall not be accepted as a reason for non-payment by the Advertiser.
4.9. The Advertiser acknowledges that Olavivo is a performance based network and while Olavivo may offer support and advice to Advertisers when contacted, this support by Olavivo should not be construed as legal advice, or as a sufficient guidelines and therefore the Advertiser accepts full legal responsibility for the products and/or services including not limited to); Content, Maintenance of Advertiser‘s Website, Marketing Materials, payment terms, advertising policies, product claims, disclosure agreements, promotional limitations, order entry, customer service, payment processing, shipping, cancellations or returns that the Advertiser links to inside his Campaigns in the Olavivo Network.
4.10. The Advertiser acknowledges that Olavivo shall accept no responsibility for unwanted actions and Media Partner traffic that comes through an Advertiser’s campaign(s) based upon the settings the Advertiser has chosen in accordance to the IO signed by the parties.
4.11. Advertiser warrants and represents that: (a) it has all right, title and interest in and to the Ads; (b) the use of the Ads and Marketing Materials by Olavivo and its Media Partners as contemplated and authorized hereunder will not infringe on any copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; and (c) all Ads and Marketing Materials are in compliance with all laws, regulations and ordinances (“Laws”) of Costa Rica or and any other jurisdiction in which the Advertiser conducts business.
4.12. Olavivo provides two different application restrictions for Advertiser Campaigns:
4.12.1. Open Campaigns are listed in the Olavivo Network for all Media Partners to access, any Media Partner who takes a link from the open campaigns section causes both the Advertiser and the Media Partner to be bound by the Olavivo Terms & Conditions and their agreements with Olavivo Network.
4.12.2. Private Media Partner campaigns will be listed by the discretion of Olavivo only to a very specific group of Olavivo’s Media Partners and won’t be visible publicly on the Olavivo Network or anywhere else. Any Media Partner who takes a link from the private campaign section causes both the Advertiser and the Media Partner to be bound by the Olavivo Terms & Conditions and their agreements with Olavivo Network.
4.13. Advertiser Campaign Details – The details of the Advertiser Campaign / Offer and any Campaigns shall be contained within the Advertiser’s Campaign listing in the Olavivo Network. The Advertiser’s Campaign segmentation and specifications will be published in the Olavivo Network in accordance with signed IO by both parties. Any update or revision to the Advertiser’s Campaign will trigger a new review by Olavivo Network and will require a prompt revision of the signed IO mentioned above. Notwithstanding the preceding, nothing contained on the Advertiser listing may conflict with Olavivo T&C and any such conflicting terms and conditions shall be void.
4.14. Positioning of the Ads within the Olavivo Network is at the sole discretion of Olavivo and its Media Partners. Olavivo does not guarantee that the Advertiser’s Ads will be available through any specific part of the Olavivo Network, when the Advertiser’s Ads will run and/or the placement and positioning of the Advertiser’s Ads. Olavivo reserves the right to reject any Ad, page, link or Marketing Material for any reason at any time. Olavivo reserves the right, at any time to remove any of the Advertiser’s Ads or Marketing Materials if Olavivo determines, (in our sole discretion), that the Ad or any portion thereof, violates any of Olavivo’s policies/terms or may result in liability for the Olavivo Network. Olavivo has the full rights to reject any URL link embodied within any Ad. Olavivo’s failure to reject or cancel any Ad shall not be construed as an acceptance of the Ad or Marketing Material, nor shall it negate other provisions of the agreement, specifically with respect to liability.
4.15. Exclusivity – In the event that the “Exclusive” option has been selected in an IO entered by the Advertiser, Olavivo shall be dimmed the exclusive publisher and promotor for the relevant Offer / Campaign. In such event the Advertiser shall not publish or use such campaign and/or any closely resembling one together and/or using any other affiliate, publisher, media partner or network without Olavivo‘s prior written approval. This shall include all aspects of such campaign such as but not limited to the relevant creative materials.
In the event of any breach of this provision by the Advertiser, Olavivo shall be entitled to, in addition to all other rights and remedies that Olavivo may have at law or in equity, an injunction (without the requirement to post a bond) enjoining and restraining Advertiser and/or all other persons involved from continuing such breach for each applicable “Exclusive” offer. Advertisers acknowledge that any breach by the Advertiser of this provision will result in irreparable damages to Olavivo.
5. Advertiser Payments & Disputes
5.1. Advertiser fees and payment terms will be in accordance with IO signed by the parties.
5.2. Olavivo may charge a fixed fee or an Advertiser Fee based on percentage. The Advertiser’s total fee will be based on the relevant payment model (clause 5.3) multiplied by the number of Conversions that were successfully triggered by the Olavivo tracking and reporting system and in accordance with the relevant IO signed by the parties.
5.3. Olavivo payment models: CPA (Cost Per Action), CPS (Cost Per Sale) CPL (Cost Per Lead), CPC (Cost Per Click), CPM (Cost Per Mille) , CPI (Cost Per Install) and Rev-Share (Revenue Share).
5.4. Advertiser Payment Timeframe – Weekly / Bi-Weekly / Monthly payment terms. On each Monday, an invoice will be generated and will cover the current outstanding costs due to be paid to Olavivo plus the Advertiser Fees as applicable.
5.5. Invoices should be paid by the end of the following business day (Tuesday, 17:00 Costa Rica Time-GMT-6) after the generation of the invoice with funds clearing into Olavivo’s bank account no later than the end of the trading business week (Friday, 17:00 Costa Rica Time GMT-6).
5.6. The Advertiser shall submit any claim or dispute in writing to Olavivo within 24 hours (Tuesday). Claims and disputes not timely submitted to Olavivo, in accordance with this provision, are waived and all charges are final.
5.7. Advertiser understands and agrees that Olavivo will invoice the Advertiser based on the Olavivo tracking and reporting system, and the Advertiser agrees to pay for all amounts as invoiced.
5.8. In order to make this process easier for the Advertiser, Olavivo allows the Advertiser to pre fund the Advertiser’s Campaign in advance by paying monies into Cielo Digital S.R.L bank account. The Advertiser open payments will be monitored and deducted according to Olavivo’s tracking, reporting and billing system.
5.9. The Advertiser shall assume any and all costs related to any transferring of sums by the Advertiser to Olavivo.
5.10. Invoices generated will then be automatically paid and marked as settled.
5.11. If the Advertiser’s campaign balance is not high enough to cover an invoice in its entirety, Olavivo will cancel the current invoice and generate a new invoice for the previous amounts owed summed and interest with any new amounts owed at the time of invoice.
5.12. If, after all invoices have been settled the Advertiser has a positive balance, a refund may be requested. In this situation, Olavivo will apply an administration fee to the final payment to be determined at the sole discretion of Olavivo.
5.13. Funds may be transferred from the Advertiser to Olavivo by Wire/Bank Transfer in United States Dollars (USD $) currency. Funds received in an alternative currency to United States Dollars will be converted into United States Dollars at a foreign exchange rate decided upon by either Olavivo or Olavivo’s bank.
5.14. If payment does not clear for an invoice by the aforementioned deadline (the Friday following its generation) the invoice will be considered cancelled.
5.15. If an invoice is cancelled the related Advertiser payment for that payment period will not be issued, and the invoice total will be rolled over to the next Advertiser’s invoice.
5.16. The Advertiser is solely responsible for the payment of all monies, the Olavivo Network (both Media Partner payout and Olavivo’s fees) who have promoted the Advertiser products and/or services through Campaigns on the Olavivo Network. Failure to adequately fund the Advertiser account or delayed payment will be considered as a material breach of this agreement and may result in an immediate suspension or termination of the Advertiser account. Olavivo and Olavivo’s Media Partners reserves the right to use international legal procedures to recover the missing funds plus the funds used in the recuperation process (including, but not limited to, attorney‘ fees and costs) incurred by Olavivo in collecting such amounts due plus interest.
5.17. Overdue invoices will accumulate interest at the statutory interest rates then in effect. Payments are subject to any and all applicable taxes and shall be paid in accordance with the payment method selected on the signed IO.
5.18. Continued cancellation of invoices (determined at the sole discretion of Olavivo) could result in an immediate redirection of traffic from the Advertiser Website to another website deemed suitable by Olavivo, and may result in suspension from the Olavivo Network and/or termination of the agreement, in each case all pending Commissions / Payouts and Advertiser Fees owed to Olavivo Network and Olavivo’s Media Partners and not yet Invoiced by Olavivo for the remainder of the current term of the agreement are payable to Olavivo within seven (7) days of termination.
5.19. In relation to all deadlines mentioned in the Agreement, the Advertiser is responsible for accounting for and organizing around both local and international bank holidays which may affect payments being made or cleared.
6. Advertiser Commission Fee Rates
6.1. Advertiser’s commission fee rates and terms will be in accordance with IO signed by the parties.
6.2. If the Advertiser seek to revise the agreed Advertiser fee rate and terms, he must immediately contact Olavivo and request a formal change of the signed IO. Olavivo has the sole discretion to approve or decline the requested new Advertiser Fee rate . If approved by Olavivo, the updated Advertiser Fee rate will go live within 48 hours or until Olavivo will update all the relevant Media Partners.
6.3. Media Partners who have already tracked a successful action for any Campaign in which a payout is altered will be notified by Olavivo and the Media Partner tracked Payout will be delivered as planned and based on the original tracked Media Partner Payout rate.
7. Preferential Media Partner Treatment
7.1. Apart from Private Rates on the Olavivo network, the Advertiser agrees not to offer preferential public Commission / Payout rates through any other network or campaign.
7.2. Olavivo reserves the right to increase the Media Partner’s Payout Rates and change the Advertiser’s Fees immediately and without consultation, to match any preferential public Payout / Commission rates being offered, in relation to the same product or program, by other networks or campaigns. Olavivo will advise the Advertiser regarding this change and the reason for which it was done.
7.3. Any rewards or payments given to Media Partners of Olavivo will be in the sole discretion of Olavivo Network only. Payments made by the Advertiser to Media Partners outside the Olavivo Network will be considered in direct breach of this agreement. Additional payments to Media Partners can be completed by additional campaign related incentives and this will be handled by Olavivo Network only and on the behalf of the Advertiser.
7.4. The Advertiser agrees that all monetary awards given to Olavivo’s Media Partners will, without exception, be processed via the methods outlined in Clause 5.4 and will be in the sole discretion and handled by Olavivo only.
8. Fraud, Refunds and Chargebacks
8.1. Advertiser acknowledges and agrees that Olavivo shall not be liable for any acts of fraud committed by the advertiser, the media partner and/or the end-user consumers. In addition the Advertiser agrees to pay Olavivo in full against all services performed under this agreement regardless of any consumer or advertiser fraudulent activity.
8.2. Olavivo will make every effort to distinguish and stop Media Partner fraudulent activity however the Advertiser should make every effort to monitor the Media Partner traffic activity and apply appropriate voiding procedures immediately if the Advertiser feel a fraudulent practice is being used. Olavivo shall have no liability to the Advertiser (whether in contract, tort, negligence or otherwise and howsoever arising) for any losses, costs, claims, damages or awards incurred by the Advertiser in respect of any fraudulent Media Partner or end user activity.
8.3. In the event that the Advertiser or Olavivo deems that fraudulent activity has taken place by the Media Partner, the Advertiser shall provide a definite proof of fraud activity to Olavivo as determined by Olavivo. Olavivo shall notify the relevant Media Partner of the nature of the fraud and of the identity of the perpetrator of the fraud. Olavivo will do this by providing the customer’s unique identifiers – User Transaction ID, User IP, Click ID and the Fraudulent activity data as given by the Advertiser. The Media Partner shall identify and eliminate the fraudulent traffic source within 24 hours from the time notified. In the event that the Media Partner does not cease the fraudulent activity, Olavivo will terminate and block the Media Partner account and notify the Advertiser accordingly.
8.4. In the event of any Media Partner fraud, all transactions not paid out to the Media Partner will be reversed, where possible, as determined by Olavivo. Olavivo will be relieved of all responsibilities in this regard by the Advertiser. Olavivo also reserves the right to take legal action against the fraudulent companies and/or individuals involved, without reference to the Advertiser.
8.5. All sales / conversions will be automatically validated by the Olavivo tracking system at the point of the related invoice being generated. It’s the Advertiser’s responsibility to dispute and inform Olavivo within 24 hours (according to clause 5.6) in order make sure that all fraudulent sales and actions will be removed accordingly.
8.6. Olavivo accepts no responsibility for transactions originated by the Advertiser’s activity which ultimately result in Fraud, Refunds or Chargebacks.
8.7. Misuse, deceit or purposeful sabotage of tracking data by the Advertiser, as determined by Olavivo, will be considered as a material breach of this agreement and may result in the immediate termination of the Advertiser account and this agreement.
9. Advertiser Website Content and Performance
9.1. For the duration of this Agreement the Advertiser shall maintain a website and processing uptime of 99% or above in any given week. Without prejudice to Olavivo other rights and remedies, a failure to maintain such processing uptime shall give Olavivo the right to terminate this Agreement immediately upon written notice. Olavivo will endeavour to maintain a 99% or above uptime of all link tracking but accept no liability to the Advertiser (whether in contract, tort, negligence or otherwise and howsoever arising) for any losses, costs, claims, damages or awards incurred by the Advertiser in respect a loss of tracking and/or data in the event of downtime.
9.2. Olavivo accepts no responsibility in any way for content featured on an Advertiser’s Websites or any website linked to from a Campaign on the Olavivo Network, or any other site link to from that Campaign landing page. The Advertiser accepts sole responsibility for ensuring that the content and products/services offered on their sites are legal in the geographical locations that it is being promoted to.
10. Reporting and Tracking Codes / Pixels Maintenance
10.1. The Advertiser agrees that all tracked conversions, reports, stats, rates, payments, or any other type of campaign data will be based and determined by the Olavivo tracking system only.
10.2. Advertisers will ensure that Tracking Codes and Tracking Pixels are kept in place on their end until this agreement has expired or has been terminated. The Tracking Codes and Pixels must remain in place at all points of sale including online, telephone and mail order. In relation to each channel, including (but not limited to) telephone and mail order sales, the Advertiser shall ensure that the Tracking Codes and Pixels are maintained throughout the sale process, to enable the source of the sale to be identified. Without prejudice to Olavivo’s other rights and remedies, failure to do so shall be considered breach of contract by the Advertiser and will entitle Olavivo to suspend the Advertiser access to the Olavivo Network.
10.3. For the period which the Tracking Code and Pixels are not on the Advertiser’s website or maintained during the sales process for other channels, Olavivo may suspend the Advertiser’s campaign immediately and seek compensation from the Advertiser. Such compensation will be based on any Olavivo costs and any relevant Advertiser Fees together with an average Media Partner’s Commission earnings over a 4-week period.
11. Advertiser-Media Partner Agreements & Media Partner Communications
11.1. The Advertiser agrees not to promote other offers not directly related to the Advertiser’s Affiliate / Media Partner program running through Olavivo. This includes the discussion of other networks or platforms where the Advertiser may, or may not, have an Affiliate / Media Partner program.
11.2. The Advertiser is not allowed to communicate directly with Olavivo’s Media Partners. Any communication with Olavivo’s Media Partners in relation to the Advertiser’s campaign will be done by Olavivo or by using the appropriate communication methods offers by Olavivo Network only.
11.3. The Advertiser shall ensure that no illicit, illegal, offensive libellous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, (or similar) communication or materials are made via the Olavivo network.
11.4. The Advertiser recognizes that Olavivo has proprietary relationships with Olavivo’s Media Partners. The Advertiser agrees not to circumvent Olavivo’s relationship with such Media Partners, or otherwise obtain, directly or indirectly, services similar to those performed by Olavivo or such Media Partners hereunder, from any Media Partner that is known, or should reasonably be known, by the Advertiser to have such a relationship with Olavivo. The Advertiser shall not solicit the Media Partners of Olavivo, nor shall the Advertiser use or attempt to use reverse engineering or tracing of Media Partner traffic as a means to solicit and/or identify Olavivo‘s Media Partners. Failure to comply with this clause may, at Olavivo’s discretion and without limiting or excluding other remedies that may be available to Olavivo (all such other remedies being expressly reserved), result in immediate termination of this Agreement.
12.1. The Advertiser grants to Olavivo and Olavivo’s Media Partners, a non-transferable, royalty free, worldwide license to display and link to their website or website content, and all trademarks, service marks, trade names, and/or copyrighted material and all other intellectual property rights, from each of their websites and/or subscription e-mail, for the limited purposes of promoting their program. This is subject to the terms and conditions of this agreement. Olavivo will have no liability or assume any responsibility for any costs, damages or losses incurred by the improper use or distribution of these resources.
13.1. The Advertiser shall keep Olavivo Network, and its Media Partners and their respective directors, officers, employees and agents indemnified from and against any costs (including, without limitation legal costs), awards, damages, claims for damages or other claims for compensation arising from: the breach by the Advertiser of any and all applicable laws in all jurisdictions; any claims from Media Partners and customers of the goods and/or services supplied by it and/or sold by it; claims, awards and/or judgements from any authority in respect of the Advertiser’s supply of the goods and/or services and/or website content; the content of the Advertiser’s website or any incorrect information given to Olavivo by the Advertiser; any infringement or potential infringement of any third party’s intellectual property rights. The Advertiser shall also indemnify Olvivo for: any other damages, losses or costs caused by the Advertiser’s improper, negligent or unauthorized use of Olavivo services; technical problems or loss of data caused by the Advertiser on the Olavivo and Advertiser Website or on any website to which the Advertiser is linked by Olavivo.
14. Limitation Of Liability
14.1. To the extent permitted by applicable law, Olavivo shall not be liable (whether in contract, tort, negligence or otherwise and howsoever arising) for any losses, liabilities, costs, expenses and claims (including but not limited to, direct, indirect or consequential losses, loss of profit, loss of contracts, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses arising out of or in connection with: defects in the service; interruptions in the accessibility to the service; infringements on data or loss of data on the information handling system; defects in the security system or viruses or other harmful software components; any third party deleting, removing, deactivating or tampering with the Media Partner and Advertiser tracking service or Tracking Codes and Pixels.
14.2. Olavivo cannot guarantee or warrant the performance of Olavivo services or the links to any other linked websites. Olavivo, to the extent permitted by applicable law, shall not be liable (whether in contract, tort, negligence or otherwise and howsoever arising) for any error in the implementation of the links and tracking codes for the Advertiser’s website or for the specified function of the links.
14.3. Olavivo shall have no liability (to the extent permitted by applicable law, whether in contract, tort, negligence or otherwise and howsoever arising) for any delay and/or failure to perform its obligations under this agreement where such delays and/or failures to perform arise as a result of events beyond the reasonable control of Olavivo including, without limitation, flood, fire, act of government and failures of telecommunications and internet service providers.
14.4. The Advertiser acknowledges that at all times, without exception that they are responsible for all monies owed to Olavivo and Olavivo’s Media Partners who have promoted his products and/or services through a Campaign on the Olavivo Network as well as Advertiser Fees owed to Olavivo from those commissions.
14.5. Olavivo provides a Geo-location service as part of the Olavivo Network but the results and output of this service are an approximation and Olavivo accepts no liability (whether in contract, tort, negligence or otherwise and howsoever arising) for any costs, fees, or losses occurred from the incorrect allocation of traffic to the wrong location.
14.6. In the event that the Advertiser Campaign or account has been suspended or terminated for any reason, Olavivo reserves the right to deliver and redirect the traffic to a campaign of its choosing via a process labelled the “Default Redirect Campaign”. This will usually come in the form of a similar recommend campaign but may not be part of the advertisers own campaigns. The Advertiser will not be entitled to any compensation in any capacity should the Default Redirect be applied to any or all campaigns in their account.
14.7. Olavivo shall have no liability (To the extent permitted by applicable law, whether in contract, tort, negligence or otherwise and howsoever arising) for any mistake or error of any kind when configuring campaign settings inside Advertiser accounts. It is the Advertisers responsibility to ensure that the Advertiser Campaign was configured properly by Olavivo that includes payout amounts, deadlines, promotion terms, geographical restrictions, prizes, additional incentives, favorable rates or any other campaign settings inside an Advertiser account.
14.8. The advertiser agrees that to the extent permitted by applicable law, his sole and exclusive remedy for any problems or dissatisfaction with the Olavivo Service is to stop using the Olavivo Service and the Olavivo platform.
15.1. The Advertiser is responsible for the performance of the goods and services offered on its website, and shall ensure that all goods and services are provided in compliance with all applicable legislation.
15.2. The Advertiser confirms that Olavivo is relying on the Advertiser’s confirmation to comply with all relevant legislation and that the Advertiser is aware there may be commercial consequences if, due to any error by the Advertiser, Olavivo is exposed to investigation or prosecution for the sale or supply of unlawful or non-compliant products. Any costs borne by Olavivo as a result of the aforementioned legal and/or commercial consequences shall be fully compensated and reimbursed by the Advertiser.
15.3. The Advertiser confirms they will comply with all marketing and product safety laws in the countries it markets the product in and comply in full with consumer protection legislation.
15.4. The Advertiser confirms it will cover all known product safety laws, marketing regulations, promotion limitations and geographical restriction of sales of its products and/or services in its Advertiser Campaign and agreement. Olavivo accepts no responsibility for investigations, loss, damages or costs incurred that are a result of Media Partners failing to uphold the Media Partner Agreement.
15.5. The Advertiser shall notify Olavivo of any regulatory or legal complaints, or threats of such complaints, that the Advertiser receives in connection with or in relation to a Product or Service that the Advertiser is advertising through Olavivo within two (2) business days of the Advertiser receipt of such complaint. The Advertiser shall assist Olavivo, at the Advertiser’s sole cost and expense, in taking any necessary or appropriate actions reasonably requested by Olavivo to respond to and/or resolve such complaints.
16. Legal Content
16.1. The Advertiser is solely responsible for his/her website and all its contents, and shall ensure that they confirm at all times to all applicable laws and regulations of their own jurisdiction and the laws of Costa Rica.
16.2. NO PROFESSIONAL ADVICE. Olavivo may give from time general data to the Advertiser (for example financial compliance or best practices) for informational purposes only, which should not be construed as legal or financial advice. The Advertiser should seek independent professional advice from a person who is licensed and/or knowledgeable in the applicable area before acting upon any information, fact or opinion provided on or through the Olavivo Website Or Services. The Advertiser understands that Olavivo’s employees, representatives, and/or agents do not provide advice pursuant to the authority of professional certifications or licenses and the Advertiser will not treat information provided by Olavivo employees, representatives, and/or agents as such. The Advertiser further understand that by receiving information, facts or opinions on or through the Olavivo Website Or Services, The Advertiser is not entering into a relationship with Olavivo or its employees, representatives and/or agents that entitles the Advertiser to enjoy privileges that may be associated with any professional certifications or licenses that the aforementioned parties may hold.
17. Copyright / Intellectual Property
17.1. Olavivo owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the service or software necessary for the service. This includes all programming, creative, artwork and images supplied by Olavivo or on behalf of Olavivo. The Advertiser does not acquire any rights or licenses whatsoever under this Agreement.
18. Advertisers Information
18.1. The Advertiser consents to the publication of the Advertiser’s name, web address and all other information provided by the Advertiser on the Olavivo Network and accordance with the IO signed by the parties, that includes creative materials, newsletters and other communications to Olavivo’s Media Partners and using the information given by the Advertiser for marketing purposes. The Advertiser confirms that, in order to enable Olavivo to improve, promote or market the service, Olavivo may produce statistics or summaries relating to the use of the service.
18.2. Olavivo may contact the Advertiser by email, telephone, by post, SMS or via social media network for feedback relating to the service, including any ways in which it might be improved, both for the Olavivo Network and for the individual Advertiser. All information collected is confidential and will be used solely for mutual benefit in any campaigns or promotions.
18.3. The Advertiser is aware that under Costa Rican law Olavivo must hold copies of identity and compliance documents supplied by the Advertiser in their account along with compliance documents relating to any additional billing addresses listed in the Advertiser’s account. Olavivo will take all reasonable and legal steps to protect this information and will release documents only to the relevant authorities under their request.
19.1. Either party may cancel this Agreement or an IO, by giving thirty (30) business days prior written notice to the other party. Any accrued but unpaid payment obligations, shall survive termination of the Agreement. In the event of termination, Advertiser shall allow thirty (30) business days for the campaigns to become inactive across the Olavivo Network, and Advertiser will be responsible for the Sales and Conversions that result from Ads published during those thirty (30) days.
19.2. Olavivo is entitled to terminate this Agreement immediately at any time following acceptance of the Advertiser onto the Olavivo Network if the Advertiser does not meet Olavivo requirements or provide documentation requested by Olavivo or otherwise as Olavivo reasonably determines, including (but not limited to) any malpractice, late payment of commission or Advertiser Fees, or any breach of these terms. Olavivo will provide reasonable notice of such termination where possible.
19.3. Should the Advertiser decide to leave the Olavivo Network, the remaining prepaid account balance available in Olavivo’s account will be refunded to the Advertiser minus any pending invoices and related administration fees determined at Olavivo’s own discretion.
19.4. Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, Olavivo may terminate this Agreement immediately at any time upon written notice to the Advertiser in the event of any one or more of the following:
19.4.1. in the specific circumstances set out in clauses 3.4, 5.16, 5.18, 8.5, 10.5, and 23.1.
19.4.2. The Advertiser commits a breach of this Agreement;
19.4.3. The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts.
19.4.4. Any event of insolvency occurs, including (but not limited to) the Advertiser being unable to pay their debts, making any arrangements with creditors, a petition for winding up is filed, an administrator is appointed;
19.4.5. The Advertiser suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
19.4.6. The Advertiser Website is inoperative;
19.4.7. There is a change of control of the Advertiser account or related business
19.4.8. Olavivo’s publication of any information, statements, or claims via Sponsored Adverts, Banners and Newsletters does not constitute its endorsement of any Advertiser, Product, or incentive.
19.5. Olavivo may suspend the Advertiser’s access to the Olavivo Network if any of the circumstances which permit Olavivo to terminate in this clause (19) apply.
19.6. Following termination of this Agreement, Olavivo has the right to re-direct visitors promoting the Advertiser’s campaigns to whatever destination it sees fit.
19.7. The Advertiser shall maintain Tracking Codes and Pixels in place for a minimum of thirty (30) days following termination. Any late conversions, commission or Advertiser fees earned during the notice period will continue to be payable by the Advertiser to Olavivo Network.
19.8. The Advertiser shall acquire no rights, following the termination of this Agreement, to use any intellectual property rights of Olavivo (including, without limitation, domain names, any text, images, banners or any other works created by or on behalf of Olavivo).
19.9. If at any point the Advertiser campaign balance goes into debt, Olavivo reserves the right to immediately place the account on hold or terminate it completely. The process of invoice generation and billing is outlined in clause 5.
19.10. Other than as set out in this agreement, neither party shall have any further obligation to the other under this Agreement after its termination.
19.11. Any provision of this Agreement which explicitly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
19.12. Termination of this agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination. In the event of termination of the agreement due to fraudulent activity by the Advertiser, Olavivo reserves the right to dim the aforementioned Advertiser’s accrued rights, in part or its entirety as voidable.
20.1. The Advertiser or Olavivo may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party. The receiving party agrees to make commercially reasonable efforts, but in no case less effort than it uses to protect its own confidential information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party.
20.2. The receiving party agrees not to disclose or dissipate the confidential information without prior express written consent from the other party in each instance. The term ‘confidential information’ shall not include information that is, or becomes, part of: the public domain through no action or omission of the receiving party; that becomes available to the receiving party from third parties without knowledge by the receiving party of any breach of violation of fiduciary duty, or that the receiving party had in its possession prior to this Agreement.
21. Customer Information; Non-Disclosure
21.1. Any and all information submitted by end-user customers (“Customer Information”) in connection with a Campaign shall be considered proprietary to and owned by Olavivo. Such Customer Information is Confidential Information of Olavivo and may not be utilized or otherwise disclosed by the Advertiser.
21.2. Advertiser acknowledges that all non-public information, data and reports made available by Olavivo hereunder or otherwise as part of the Olavivo Network services is proprietary to and owned by Olavivo. All proprietary and Confidential Information is protected by copyright, trademark and other intellectual property laws. Advertiser agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary or Confidential Information of Olavivo in any manner.
21.3. These non-disclosure obligations shall survive termination or expiration of this agreement.
22. Applicable Law and Jurisdiction
22.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Costa Rica.
22.2. If any dispute arises out of this agreement the parties will attempt to settle it by a mediation procedure as the parties may agree in writing.
22.3. The Advertiser use of the Olavivo Network is irrefutable acknowledgement by the Advertiser that he read and agreed to each and every term and provision of this Agreement.
22.4. The Advertiser acknowledge that it is their sole legal responsibility to inform and enforce all geographically applicable laws relating to the sale, promotion and marketing of their products and/or services by Media Partners on the Olavivo Network. Any such limitation and laws should be visible in this agreement and accordance with the IO for each relevant Campaign.
23.1. Olavivo reserves the right to amend and update this agreement at any time, by posting written notice of the changes on the Olavivo Network or in an email/newsletter.
23.2. If the Advertiser does not accept changes made in accordance to clause 23.1, the Advertiser will be entitled to terminate this clause by providing thirty (30) days prior written notice to Olavivo. If formal written notice of termination is provided within 14 days of the changed terms being issued by Olavivo, the amended/updated terms will not apply during your thirty (30) day termination notice period.
23.3. The Advertiser shall not assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the Olavivo (such consent not to be unreasonably withheld or delayed).
23.4. Olavivo may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under this Agreement. Olavivo may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.
23.5. Notwithstanding clause 20, Olavivo may disclose to a proposed assignee any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the other party which it is reasonably necessary to disclose for the purposes of the proposed assignment.
23.6. No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
24. Advertiser Sponsored Adverts, Banners and Newsletters
24.1. Olavivo provides the Advertiser the ability to promote Sponsored Adverts, Banners and Newsletters as a free service to our valued Media Partners. The contents of all material made available via the Sponsored Adverts Banners and Newsletters are provided solely by the individual Advertiser and not by Olavivo. The Sponsored Adverts, Banners and Newsletters are intended to help Advertisers provide Media Partners with information about their products and promotions. While Olavivo requires Advertisers using the Sponsored Adverts, Banners and Newsletters to present only accurate and reliable information, Olavivo does not independently review or verify information submitted by Advertisers for accuracy, completeness, efficacy, or timeliness. Olavivo does not guarantee, or assume any responsibility or liability for, the accuracy, completeness, efficacy, or timeliness of any such information nor is it responsible for any bonuses, prizes, or other incentives offered by Advertisers. Media Partner use of any information presented by an Advertiser is voluntary, and Media Partner’s reliance is at his own risk.
24.2. Olavivo’s publication of any information, statements, or claims via Sponsored Adverts, Banners and Newsletters does not constitute an an endorsement of any Advertiser, Product, or incentive.
25. Notices and Communication Between the Parties
25.1 All notices under this Agreement shall be made in writing and delivered to each party at the official address as specified in this agreement hereinbefore. Notices shall be deemed delivered (i) upon personal delivery with signature required, (ii) one Business Day after they have been sent to the recipient by reputable overnight courier service (charges prepaid and signature required), or (iii) upon successful transmission of an email containing such notice if sent between 9 a.m. and 5 p.m., local time of the recipient, on any Business Day, and as of 9 a.m. local time of the recipient on the next Business Day if sent at any other time, or (iv) three Business Days after deposit in the mail. “Business Day” as used in this Section 25 shall mean any day other than Friday and Saturday.