PUBLISHER QUALITY, COMPLIANCE & TRAFFIC AGREEMENT
This Publisher Agreement ("Agreement") is entered into between:
Company: ___Telefonic Solutions LLC__ ("Company") Address Knoxville, TN, United States
and
1. PURPOSE
Publisher agrees to generate calls, leads, and marketing traffic in compliance with all Company requirements, applicable laws, campaign guidelines, and quality standards.
2. PUBLISHER RESPONSIBILITY
Publisher shall be fully responsible for all traffic, calls, leads, advertisements, marketing methods, employees, agents, contractors, representatives, and sub-publishers operating under its account. Publisher accepts full liability for any violations, fraud, quality issues, or compliance failures caused directly or indirectly by any person working on Publisher's behalf.
3. VALID CALLS & LEADS
To qualify for payment, all calls and leads must:
- Originate from genuine consumers.
- Reflect legitimate interest in the advertised service.
- Contain accurate and truthful information.
- Comply with all campaign requirements.
- Be generated through approved marketing methods.
4. PROHIBITED ACTIVITIES
The following are strictly prohibited:
- Fake calls or fabricated leads.
- Coached calls or coached leads.
- Bot traffic or automated traffic generation.
- Incentivized calls or leads.
- Consumer deception or misleading advertisements.
- False claims, guarantees, or misrepresentations.
- Identity misrepresentation.
- Unauthorized SMS marketing.
- Traffic source concealment.
- Unauthorized use of Company or buyer branding.
- Any illegal, unethical, fraudulent, or misleading activity.
5. QUALITY CONTROL REQUIREMENTS
Publisher shall:
- Review call quality regularly.
- Maintain records of active agents and traffic sources.
- Train all team members regarding compliance requirements.
- Immediately investigate complaints and quality concerns.
- Remove any individual involved in suspicious activity.
6. NEW MEMBER APPROVAL
Before onboarding any new agent, representative, or sub-publisher, Publisher shall:
- Review prior performance history.
- Conduct compliance training.
- Monitor initial performance closely.
Company reserves the right to request information regarding any team member at any time.
7. TRAFFIC SOURCE DISCLOSURE
Publisher must disclose all traffic sources, marketing channels, websites, landing pages, advertisements, and promotional methods upon request. Failure to disclose traffic sources may result in immediate suspension.
8. MARKETING RESTRICTIONS
Publisher shall not:
- Use misleading advertisements.
- Make unsubstantiated claims.
- Use deceptive landing pages.
- Use fake testimonials or reviews.
- Make guarantees regarding services or outcomes.
- Use unauthorized trademarks.
- Misrepresent Company, buyers, or advertisers.
9. AUDIT RIGHTS
Company may conduct audits at any time, including reviews of:
Publisher agrees to cooperate fully with all investigations and audits.
10.RTB, CHARGEBACKS & PAYMENT ADJUSTMENTS
All payments are subject to buyer approval, quality review, and compliance verification. The Company reserves the right to reject, reverse, withhold, recover, or charge back payments for:
- Traffic source violations
- Any breach of this Agreement
Any RTB (Return-To-Buyer), chargeback, adjustment, refund, or penalty imposed on the Company may be passed directly to the Publisher.
11.FINANCIAL LIABILITY
Publisher agrees to remain financially responsible for:
- Business losses resulting from Publisher traffic
Company may deduct such amounts from current or future balances.
12.FRAUD PENALTY
In cases involving fraud, intentional misconduct, consumer deception, coached calls, fake leads, or compliance violations, Company may assess damages up to four (4) times the payout associated with the affected calls or leads, in addition to any chargebacks or payment reversals.
13.ZERO-TOLERANCE POLICY
The Company maintains a strict zero-tolerance policy regarding:
If the Company determines that the Publisher has generated or submitted any fake, coached, fraudulent, misleading, duplicate, invalid, or non-compliant calls or leads, the Company may immediately:
- Terminate this Agreement without notice.
- Permanently deactivate the Publisher account.
- Cancel all unpaid balances.
- Withhold any pending payments.
- Reverse previously approved payouts.
- Recover any losses, RTBs, chargebacks, penalties, or damages.
The Publisher acknowledges that any confirmed fraud, coaching, or intentional quality manipulation constitutes a material breach of this Agreement and may result in immediate forfeiture of all unpaid earnings.
14.SUSPENSION & TERMINATION
Company may suspend or terminate Publisher immediately without notice for:
- Failure to cooperate with audits
- Reputational risk to Company
15.CONFIDENTIALITY
Publisher shall keep confidential all information relating to:
Such information may not be shared with any third party without written consent.
16.DATA PRIVACY & CONSUMER CONSENT
Publisher shall comply with all applicable privacy laws and regulations. Publisher represents that all consumer information collected has been obtained with proper notice and consent and may legally be transferred to Company and its partners.
17.INDEMNIFICATION
Publisher agrees to defend, indemnify, and hold harmless Company from any claims, losses, damages, penalties, legal fees, chargebacks, regulatory actions, or liabilities arising from:
18.Payout & Payment Terms
1. Dynamic Payouts: Payout rates are dynamic and may vary depending on the service,
campaign, offer, traffic type, or client requirements. The applicable payout for each campaign will be communicated to the Publisher before traffic is sent.
2. Payment Cycle: Payments will be processed on a Monthly Net-10 basis, meaning
payment will be made within ten (10) business days after the end of each calendar month, provided all traffic has successfully passed quality, compliance, fraud, and validation checks.
3. Payout & Payment Updates:
Payout rates and payment terms may be modified from time to time based on campaign requirements, client policies, or business needs. Any such changes will be communicated to the Publisher in advance and will apply only after notification.
4. Payment Method:
Payments will be made through the payment method mutually agreed upon by both parties. If the Publisher wishes to change their payment method, they must notify the Company in advance and receive confirmation before the change takes effect.
5. Payment Guarantee:
The Company is committed to maintaining a transparent, fair, and reliable payment process. We value our publishing partners and guarantee payment for all valid, approved, and payable traffic that fully complies with this Agreement and all applicable campaign requirements. Our goal is to build long-term relationships based on trust, consistency, and mutual success. All eligible payments will be processed according to the agreed payment schedule without unnecessary delays. If a payment is delayed due to advertiser review, compliance verification, fraud investigation, or any unforeseen circumstances, the Publisher will be informed promptly along with the reason for the delay. The Company will make every reasonable effort to resolve such matters as quickly as possible. Payments are guaranteed only after the submitted traffic has successfully passed quality, fraud, and compliance reviews and the Company has received payment from its client or advertiser. Traffic determined to be fraudulent, incentivized, duplicated, manipulated, non-compliant, or otherwise invalid will not qualify for payment and may be subject to withholding, chargebacks, or termination of this Agreement. The Company believes in complete transparency and open communication. Publishers are encouraged to contact the Company with any payment-related questions, and the Company will provide timely updates regarding payment status, campaign performance, or any issues affecting payouts.
6. Payment Hold:
The Company reserves the right to temporarily hold payments while investigating suspected fraud, compliance violations, client disputes, or traffic quality issues. Once the investigation is completed, any undisputed amount due for valid traffic will be released according to the applicable payment cycle.
Quality Control Guidelines
These Quality Control Guidelines are designed in order to help ensure quality. The following Quality Control Guidelines shall be fully complied with in order for an activity to be deemed a Valid Call or Valid Lead:
For All Call and Lead Generation Activity:
1. Calls and Leads may not come from computer-generated sources, such as robots, spiders, computer
scripts or from other automated, artificial or fraudulent methods including, without limitation, the use of any spyware, adware, device, program, iFrames, redirects or other automated, artificial or fraudulent methods designed to appear like an individual, real live person.
2. Leads may not be processed or entered by anyone other than the consumer named in the subject
Lead. Seller’s Call Center operations are exempt from this requirement so long as the applicable Call Center operator(s) speak(s) directly with the consumer named in the subject Lead.
3. Calls and Leads may not come from persons that did not express an interest in receiving information
associated with the applicable product and/or service being marketed, or from persons misled or deceived into calling or completing a web lead form.
4. Leads may not contain false, incomplete or inaccurate information.
5. Leads may not be obtained using misleading or confusing language that is used to encourage
persons to submit their contact information.
6. Unless otherwise agreed to by Buyer and memorialized in the IO under "Additional Terms," Leads
must be delivered to Buyer in real-time.
7. Unless prior written authorization is provided by Buyer, Calls and Leads may not be incentivized
(including, without limitation, generated by offering incentives, payments, rebates, sweepstakes entries, prizes or other things of value intended to increase conversion rates).
8. Calls may not be generated in connection with any Seller Websites or Creative that are oriented
toward, show or promote: (a) the use of alcohol, tobacco or illegal substances, nudity, sexually explicit material, pornography, profanity, adult-oriented content, expletives or inappropriate language; (b) illegal or unethical activity, deceptive acts, racism, hate, material that promotes violence, "spam," mail fraud, gambling, pyramid schemes, investment opportunities or illegal advice; (c) libelous, defamatory, infringing, false or misleading content, or other content that is contrary to public policy; (d) content that may expose Buyer and/or its clients to negative publicity; (e) piracy (of software, videos, audio/music, books, video games, etc.) hacking/cracking/phreaking, emulators/ROMs, or distribution of copyrighted materials; (f) content that violates the rights of others, such as intellectual property or privacy rights; (g) activities generally understood as Internet abuse including, but not limited to, the sending of unsolicited bulk electronic mail; and/or (h) content that is otherwise offensive or inappropriate in Buyer’s sole discretion.
9. Calls and Leads sold as “Exclusive” (as indicated in the IO) may not be used by Seller or otherwise
sold to, shared with or distributed to, other buyers, lead aggregators, vendors, wholesale operations, retailer buyers or other third parties.
10. Calls may not be misclassified (for example, a roofing Call or Lead is not a Valid Call or Lead if the
consumer expressed an interest in a plumbing product and/or any service other than a roofing product and/or service).
11. The consumer must be eighteen (18) years of age or older.
12. Calls and Leads obtained through the use of Craigslist or other similar online classified ad websites
may not be misleading in any way including, without limitation, any strategies that redirect persons to landing pages for purposes not clearly referenced or fully explained in the Creative.
13. Call and Lead generation methods must comply with the terms of use and privacy policy of the
website or internet service provider utilized (e.g., Google, Bing, Yahoo!, Facebook, etc.).
14. Calls and Leads may not be generated through the use of Creative that is misleading, untrue and/or
that infringes upon any trademark, copyright or other third-party intellectual property rights.
15. Calls and Leads may not be obtained using any fraudulent or illegal practices.
16. Unless authorized in writing, in advance, Seller may not use third-party trademarks or any other term
excluded in any applicable IO, in any manner to direct traffic to any Seller Websites. This prohibition includes, but is not limited to, purchasing keywords from search engine service providers (“Paid Search Networks”), or purchasing inclusion in search engine networks (“Paid Inclusion Networks”), where the associated keywords include the trademark, service mark and/or brand name of any third party including, without limitation, any client, or any derivative or misspelling of any such trademark, service mark or brand name. Without limiting the foregoing, Seller may not violate the rules, requirements or regulations of any Paid Search Network or Paid Inclusion Network, and Seller shall fully indemnify and hold harmless Buyer from and against any and all liability arising in connection with such a violation.
17. Without limiting any of the marketing restrictions contained herein, without receiving Buyer’s prior
written approval in each instance, Seller may not: (a) include or promote any Creative by and through any blogs, news articles or other social media outlets; or (b) use any endorsements or testimonials in connection with marketing the Creative. Where Seller is authorized by Buyer, in writing, to engage in the marketing activities described in this Section 17, Seller must fully comply with the Federal Trade Commission Guidelines Concerning the Use of Endorsements and Testimonials and Native Advertising: A Guide for Businesses.
19. Unless otherwise agreed to by Buyer and memorialized in the IO, Seller may not engage in any
marketing and/or Call generation via SMS, Smart Messaging, EMS, MMS or any other type of text messaging service or protocol.
20. Seller may not: (a) take control of an end-user’s computer by delivering advertisements that the end-
user cannot close without turning off the computer or closing all sessions of the Internet browser for the computer; (b) install or execute on another's computer one or more additional software program(s) without consent of the end-user (in addition, Seller must clearly provide instructions to disable the software, such that the software is easily identifiable and the removal can be performed without undue effort or knowledge by the end-user); and/or (c) distribute spyware or other similar harmful software.
Seller Website Landing Page Content:
Buyer offers a service that connects consumers/users with service providers. Buyer does NOT perform any services directly. Any Creative used on Seller Website landing pages should make that distinction clear, in addition to the following:
1. All Creative used on Seller Website landing pages should be generically branded and should
NOT make any representations that make it appear that Buyer is performing the service being requested.
2. There can NOT be any fake testimonials or reviews.
3. There can NOT be any statements or claims made that cannot be substantiated.
4. You can NOT use superlatives (like best, cheapest, greatest, lowest, highest, etc.).
5. You can NOT use any brand or content that would be considered misleading based on the
service that Buyer provides.
6. You can NOT make any guarantees regarding the quality or service being performed (i.e. Do
NOT make claims such as licensed and insured, or satisfaction guaranteed since we are not able to substantiate those claims).
7. Do NOT use the word “free” (i.e. free estimates, free consultation, free service, etc.) unless
specifically authorized to do so in writing for a specific vertical/campaign.
8. Do NOT make any suggestions about price (i.e. cheap prices, lowest prices, affordable prices,
etc.).
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and may only be modified in writing signed by both parties.
