Querymall Inc. operating as Influencer Grow, a Delaware corporation (hereinafter referred to as “Influencer Grow”), has relationships with advertisers, agencies, and networks (collectively, “Clients”) to promote online advertising campaigns (“Campaigns”) through its network of publishers (“Publishers”). Publishers promote Campaigns through their online media and publications, including without limitation, websites, blogs, newsletters, e-mail lists, search engines, social media, partner networks, media publishers, and other types of Internet property (collectively, “Publications”). Influencer Grow tracks payable Campaign metrics, including without limitation, impressions, clicks, e-mails, referrals, sales, sign-ups, leads, posts, and/or other payable metrics (collectively, “Actions”) and pays Publisher as per the terms of each Campaign and this Agreement.
Term of the Agreement
The term of this Agreement (“Term”) will begin upon approval by Influencer Grow of the application of the company or individual accepting this Publisher Agreement (“Applicant”) and will end when terminated by either party to this Agreement. An Applicant, once approved by Influencer Grow, will become a Publisher (“Publisher”).
Either Publisher or Influencer Grow may terminate this Agreement at any time, with or without cause, by cancelling their account. A notice of termination may be sent to the other party (such notice may be in the form of electronic or paper notification).
Publisher Application and Eligibility
Influencer Grow carefully evaluates Applicants. Influencer Grow reserves the right to withhold or refuse approval of any Applicant for any reason, whatsoever. All Publisher Publications in which Publisher promotes Campaigns must be listed in their account and continually meet minimum requirements, including without limitation the following:
- Minimum reach of 5,000 unique visitors per month;
- Professionally designed content, with substantial content, written in English, Spanish or Chinese with no broken links or pages under construction;
- Target audience of the United States, Canada, Australia, New Zealand, UK, Ireland, or China;
- No incentivized programs (‘incentivized’ refers to any sites that awards users with cash, prizes, awards, points, contest entries, etc. in exchange for particular Actions;
- No adult content, pornography, explicit sexual images, or nudity;
- No explicit, vulgar, or obscene language;
- No promotion of hate, abuse or destructive actions;
- No promotion of illegal activities;
- No content that is primarily political, religious, psychic, or metaphysical;
- No promotion of pirated software or other website property;
- No promotion of business opportunities or investments which are not permitted under law;
- No programs that engage in spamming, indiscriminate advertising, or unsolicited commercial email;
- No framing of Campaigns, unless otherwise pre-approved by Influencer Grow;
- No Campaign placements in newsgroups, forum signatures, unsolicited e-mail, banner networks, or chat rooms;
- All Campaign placements must accurately represent the Campaign, are not misleading to any user, and are done with the intention of delivering valid Actions related to the Client for that campaign.
Campaign Terms and Conditions
For each Campaign that Publisher is eligible to promote, Influencer Grow shall provide a Campaign description that includes terms for promotion of that particular Campaign and Publisher must ONLY promote a Campaign according to provided terms. If any of the included terms are not met by the Publisher, then Influencer Grow has the right to block the Campaign from the Publisher and withhold Publisher payment. A Campaign can be terminated by Influencer Grow at any time, for any reason, with or without notification.
If an Insertion Order (“IO”) is signed between Influencer Grow and Publisher for a particular Campaign, then any terms set forth in the IO shall override any similar or conflicting terms of this Agreement. It is the Publisher’s responsibility to ensure that the Campaign terms stated in the IO are met by their websites, partners, network, and/or publishers. If the included terms are not met, then Influencer Grow has the right to block the Campaign from the Publisher and withhold Publisher payment. IO terms may be updated by Influencer Grow using e-mail correspondence with Publisher. An IO may be terminated by either party at any time, for any reason, unless otherwise stated in the IO.
Influencer Grow shall provide Publisher with all advertising material (“Creatives”) required for a particular Campaign, including but not limited to image, text, html, and email creative. The Creatives are not to be altered by Publisher unless changes are approved by Influencer Grow. If Publisher modifies Creatives without explicit approval from Influencer Grow, or uses Creatives other than those provided by Influencer Grow, then Influencer Grow has the right to block the Publisher from the Campaign and withhold payment.
Site Approval and Rebrokering
Publishers may only promote Campaigns on Publications (and, if applicable, their associated URLs) that are listed in their Publisher account. It is the Publisher’s responsibility to ensure that their account includes all Publications (including web site/URLs, media channels, and promotional methods) from which they may promote Campaigns. Campaign promotion from unlisted or unapproved Publications is considered a violation of this Agreement and may be invalidated, non-payable and result in a Publisher’s account termination. Publishers MAY NOT under any cirumstances, except if otherwise pre-approved in a written IO, rebroker a Campaign to a third party.
Media and Reporting
Publisher will deliver media and/or Actions as set forth in the Campaign terms and description or IO. All reporting and payment to Publisher will be based solely upon the reporting provided by Influencer Grow unless otherwise stated in the IO.
Termination of Campaigns
Influencer Grow shall make best effort to give Publisher advanced notice of the inactivation of a Campaign. From time to time, due to reasons out of the control of Influencer Grow, Campaigns may become inactive, experience interruptions, technical problems, and/or tracking issues with no advanced notice. Influencer Grow shall not be liable, in any form, to Publisher for early termination, interruptions, technical problems, or tracking issues of a Campaign.
Scrubs, Adjustments, and Fraudulent Actions
Some Campaigns Actions may be scrubbed or adjusted to reconcile with a Client’s accepted, payable Actions. Payable Actions can be scrubbed or adjusted for reasons including, but not limited to, invalid data, duplication, existing customers, returns, violation of terms, incentivization, misreprensation, and fraud. Publisher herein acknowledges the highest standards of data quality are required and agrees to the scrub and adjustments of any payable Actions of a Campaign as performed by Influencer Grow and Client. If the percentage of Actions provided by Publisher that are deemed by Influencer Grow as invalid or fraudulent is significantly higher than normal, then Influencer Grow may withhold Publisher payment. It is the Publisher’s responsibility to ensure the quality of the Actions they deliver for any Campaign.
Publisher Payment Terms
Influencer Grow typically pays Publishers any amounts due approximately thirty (30) days after the end of each month (net 30 terms) OR as otherwise agreed upon, provided that Influencer Grow may, in its discretion, withhold payments until such time as the Client has paid Influencer Grow for any Campaign. Influencer Grow reserves the right to reduce any payments owed to Publisher as a consequence of any offsets taken by Clients for invalid Actions, reversed Actions, returned orders, technical errors, Campaign inactivation, tracking discrepancies and the like. All amounts will be paid in US dollars as per the selected available payment type. If a Publisher earns less than fifty dollars ($50) total in a calendar month, those earnings are carried over to the following month. Influencer Grow will not pay for any Actions that occur before a Campaign is initiated, or after a Campaign is inactivated. Influencer Grow may require an Publisher to provide a W-9, and similar such information, as a condition to payment.
Promotion on WeChat, Xiao Hong Shu, Telgram and Facebook Groups
Publishers with WeChat, Xiao Hong Shu, Telgram and Facebook groups agree to approve a Influencer Grow account to have access to any above channels on which the Publisher may promote any Influencer Grow campaigns.
Promotion of Discount Codes
Influencer Grow Publishers may only promote discount codes associated with a Influencer Grow campaign that are listed as available within the Influencer Grow Platform for that campaign. Invalid discount codes are prohibited at all time.
- Influencer Grow has a zero-tolerance policy towards spam and the sending of unsolicited commercial emails. Publishers who engage in spamming and/or sending of unsolicited commercial email will have their accounts terminated and payments withheld.
- Influencer Grow demands all Publishers to be current and in compliance of all Federal, State, and Local laws applicable to email marketing and web publishing. Failure to comply with the current laws will result in account termination and non-payment.
- Should a spam complaint arise from a user against an Publisher, we require that the Publisher be able to furnish the date and IP address in which the user subscribed to their list. Influencer Grow also requires that the user be removed from the Publisher’s database prior to any further promotion of Campaigns.
- The Publisher agrees to ensure that all emails used for Campaign promotions are fully compliant with the Federal Can Spam Act.
Influencer Grow grants the Publisher a limited, non-exclusive, non-assignable, non-transferable, non sub-licensable, royalty-free license to use and display Campaign Creatives, as long as the Publisher sticks to this agreement. Both parties keep any rights not explicitly granted here and reject any unstated licenses, including those related to copyrights, trademarks, and patents.
Screenshots and Video Capture
The Publisher consents to Influencer Grow and its Client using screen and video captures of the Publisher’s Campaign Publications. This could be for various reasons, such as Campaign reporting or for use in marketing materials.
Non-circumvention and Non-competition
The Publisher agrees not to compete with or circumvent Influencer Grow’s business relationships for three months after the end of this agreement. This includes not working with or soliciting business from any partners the Publisher has met through Influencer Grow. Pre-existing relationships the Publisher has before this agreement are excluded.
Confidentiality and Non-disclosure
The Publisher agrees not to disclose any confidential information from Influencer Grow without prior written consent. This includes proprietary information, terms and conditions of any Insertion Orders and this agreement, and anything else that should reasonably be kept confidential. This clause remains in effect for three years after this agreement ends.
Violation of this Agreement
If the Publisher violates this agreement or commits fraud, Influencer Grow may terminate the Publisher’s account and withhold any fees owed. If the Publisher fraudulently increases leads or clicks, they will forfeit all commissions and their account will be terminated.
Possible fraud instances include but are not limited to:
- Publishers that have click-through rate that are much higher than industry averages and where solid justification is not evident.
- Publishers that have click programs generating clicks with no indication by site traffic that Publisher can sustain the clicks reported.
- Publishers that shown fraudulent activity as determined by Influencer Grow or its clients and/or uses redirects, automated software, and/or fraud to generate clicks or leads from Influencer Grow programs and services.
- Modify, change, or use unapproved creative.
- Misreprentation of a Campaign or click baiting
Limitation of Liability
Influencer Grow cannot be held responsible for any indirect, special or consequential damages, loss of revenue, profits, or data related to this agreement or their services. Their total liability will not exceed the total fees paid to the Publisher under this agreement.
Disclaimer and Limitations of Warranties
Influencer Grow provides its services “as is” and “as available”. All warranties, express or implied, are disclaimed. Influencer Grow cannot guarantee uninterrupted service or that the service will meet the Publisher’s requirements or expectations.
Influencer Grow is not liable for any delays or failures to perform under this agreement due to circumstances beyond their control.
The Publisher agrees to protect Influencer Grow from any claims, liabilities, losses, expenses, damages, or costs arising from a breach of any duty, representation, or warranty under this agreement.
Both parties are independent contractors. Neither can enter into agreements, incur obligations, or bind the other party. This agreement does not establish an association, agency, joint venture, or partnership.
The Publisher agrees that if they breach this agreement, Influencer Grow may seek immediate injunctive relief in addition to any other rights and remedies they may have.
This agreement will be governed by the laws of New Hampshire, USA. All actions or proceedings relating to this agreement will be conducted in the state or federal courts located in Grafton County, New Hampshire.
Influencer Grow can change this agreement at any time. If the Publisher doesn’t agree with any changes, their only option is to terminate this agreement. If they continue to participate in Influencer Grow’s services, they are considered to have accepted the changes.
Last Updated 15 May 2023