Network Agreement

This Network Agreement ("Agreement") supplements the Terms of Service and sets the operational rules for Brands and Publishers participating in SpiderCPS. By submitting a Brand program or Publisher application, you agree to these rules.

Part A · Brand Operating Rules

A.1 Program Setup

• You must own or have written rights to operate the destination URL.
• Commission rate must reflect actual margin economics (not bait-and-switch lower rates after publishers join).
• Cookie window must be honestly stated; we enforce it server-side.
• Allowed traffic sources must be specified upfront; sources not listed are excluded.

A.2 Conversion Postbacks

• Send postback to POST /api/conv within 7 days of order creation.
• Each postback must include: brand_order_ref, order_value,commission_amount, pcps_click (when available).
• Authenticate with your Program API key via Authorization: Bearer <key>.
• Duplicates (same brand_order_ref per program) are silently ignored.
• Postbacks with pcps_click outside the cookie window become unattributed (commission accrues to SpiderCPS as house income, not paid to publisher).

A.3 Reversals

• You may reverse conversions for documented reasons within 30 days of approval: (a) refund, (b) chargeback, (c) order cancellation, (d) verified fraud.
• Reversal of paid conversions is blocked at the database level (publisher already received funds).
• Excessive reversal rate (>15% rolling 30 days) triggers admin review and may result in program suspension.

A.4 Invoice Payment

• Monthly invoice issued 1st of each month for prior month's approved conversions.
• Net-15 payment terms (15 days from invoice date).
• Late payment: 1.5% monthly service charge after Day 30; account suspended after Day 60.

Part B · Publisher Operating Rules

B.1 Application & Approval

• Honestly disclose all traffic sources at application; use of undisclosed sources voids commissions and may terminate account.
• We screen for: SEO spam, deceptive review sites, click farms, sanctioned-jurisdiction traffic, brand-trademark-bidding violations.
• Approval is at SpiderCPS discretion. Rejected applicants may reapply after 90 days with revised traffic mix.

B.2 FTC Disclosure (mandatory for U.S. traffic)

Per FTC 16 CFR Part 255, Publishers must clearly disclose affiliate relationships:

• Acceptable: "This post contains affiliate links — we may earn a commission"
• Acceptable: #ad or #sponsored at top of social posts
• Unacceptable: hidden disclosure, color-camouflaged, post-purchase only

B.3 Prohibited Tactics

• Cookie stuffing — auto-loading affiliate cookies without user click intent
• Trademark bidding on Brand names without explicit Brand permission
• Adware / Toolbar / Browser injection — any code-execution-based traffic
• Email spam — sending unsolicited bulk email mentioning Brands
• Fake reviews — fabricated testimonials, AI-generated review content presented as human
• Self-purchases — buying via your own affiliate link to earn commission
• Incentivized clicks — paying users to click without genuine purchase intent (incentivized purchases require Brand pre-approval)

Violations result in commission forfeiture for affected period + account termination for repeated violations.

B.4 Tax & Payout Compliance

B.4.1 Tax form required before first payout

Before SpiderCPS can issue any payout to a Publisher, the Publisher must complete and submit the applicable tax form via the publisher dashboard:

• U.S. persons (citizens, lawful permanent residents, U.S. tax residents under the Substantial Presence Test): IRS Form W-9 (Request for Taxpayer Identification Number and Certification).
• Non-U.S. persons (individuals or entities outside the United States, not U.S. tax resident): IRS Form W-8BEN (individual) or W-8BEN-E (entity) (Certificate of Foreign Status of Beneficial Owner).

Tax forms are submitted via structured fields in the Publisher dashboard and electronically signed under the federal ESIGN Act.

B.4.2 Backup withholding

If a U.S. Publisher has not submitted a valid Form W-9, or if the Publisher's TIN fails to match IRS records, SpiderCPS is required by IRC §3406 to withhold 24% backup withholding from gross commission payouts. Such withheld amounts are remitted to the IRS on the Publisher's behalf and reported on the year-end Form 1099-NEC. Publishers can eliminate backup withholding by submitting a valid W-9 at any time.

B.4.3 Non-resident alien (NRA) withholding

For non-U.S. Publishers, U.S. tax law (IRC §1441) imposes 30% NRA withholding on U.S.-source income paid to non-U.S. persons, unless a tax treaty reduces the rate or the income is determined to be foreign-source.

B.4.4 Source-of-income certification (foreign-source treatment)

Affiliate commission income is, under IRC §861(a)(3), sourced to the geographic location where the underlying promotional services are performed. Non-U.S. Publishers who perform their promotional services entirely outside the United States may certify that their commission income constitutes non-U.S. source income and is therefore not subject to U.S. withholding tax under IRC §1441.

To make this certification, the Publisher checks the source-of-income certification box on the W-8BEN onboarding form and agrees to the following representation:

“I certify, under penalties of perjury, that all promotional services I perform for SpiderCPS are performed at my physical location outside the United States, that I do not maintain a permanent establishment or fixed base of operations in the United States in connection with these services, and that the commission income I receive from SpiderCPS therefore constitutes non-U.S. source income under IRC §861(a)(3). I understand SpiderCPS will rely on this certification to determine that no U.S. withholding tax applies to my commission income, and I agree to promptly notify SpiderCPS in writing if my circumstances change such that this certification ceases to be accurate.”

Publishers who do not provide this certification (or whose circumstances change) are treated as recipients of U.S.-source income and are subject to 30% NRA withholding (or applicable treaty rate, if claimed on W-8BEN).

B.4.5 Year-end reporting

• U.S. Publishers receive Form 1099-NEC by January 31 of the following calendar year if annual net commissions paid equaled or exceeded $600 (Box 1).
• Non-U.S. Publishers with U.S.-source commission income receive Form 1042-S by March 15 of the following calendar year, regardless of amount.
• Non-U.S. Publishers with certified foreign-source income receive no U.S. tax form (none required).
• Forms are mailed to the address on file and made available for download in the publisher dashboard.

B.4.6 Tax form expiration & renewal

Form W-9 does not expire and remains valid until the Publisher's circumstances change (e.g., name change, entity restructure). Form W-8BEN expires three (3) years from the date of signature. SpiderCPS will email a renewal reminder 60 days before expiration. Payouts are blocked at expiration until the renewed form is submitted and approved.

B.4.7 Publisher tax responsibility

Publishers are solely responsible for income tax, self-employment tax, value-added tax (VAT/GST), social-insurance contributions, and any other tax obligations arising from commissions received under their own tax jurisdiction. SpiderCPS makes no representation about the tax treatment of commissions in any jurisdiction outside the United States.

B.4.8 TIN privacy

Publisher TINs are stored encrypted at rest using PGP symmetric encryption with a key held in the SpiderCPS PII vault. Decryption is performed only for tax form review (admin) and year-end form generation, with each access entry written to an audit log.

B.4.9 Information accuracy

Publishers represent that all tax form information submitted (legal name, TIN, address, classification, source-of-income certification) is true, complete, and current. Knowingly false statements may constitute perjury under U.S. federal law and will result in account termination and potential reporting to the IRS.

Part C · Dispute Resolution

C.1 Internal Resolution

Step 1: Email the other party copying [email protected]. Most disputes resolve in 5-10 business days.

Step 2: If unresolved, SpiderCPS admin reviews evidence (postback logs, click events, publisher traffic samples, brand order data) and issues a binding decision.

C.2 Escalation

If admin decision is contested: arbitration in Los Angeles County, California (per Terms §13). SpiderCPS holds disputed funds in escrow during arbitration.

Part D · Anti-Fraud Cooperation

Both Brands and Publishers agree to cooperate with SpiderCPS fraud investigations, including providing: traffic logs, order details, IP/device fingerprints, conversion paths, refund/chargeback records.

Suspicious patterns we monitor: identical browser fingerprints across many clicks, impossible geo-velocity, conversion rates >50% (industry baseline 1-5%), refund rate >15%, click→conversion latency <30 seconds (suggests bot or self-purchase).

Part E · Mutual Confidentiality

• API keys, conversion volumes, commission rates, publisher names, brand internal metrics — all confidential.
• Sharing with third parties (including LLM training, public posts, competitor networks) requires written consent.
• Survives account termination for 2 years.

Contact

Disputes: [email protected]
Compliance: [email protected]
General: [email protected]