Advertisers are required to accept this Agreement prior to account activation.
•DEFINITIONS
a) Advertiser – a merchant, individual, agency or entity that has agreed
to the terms and conditions of this User Agreement.
b) Publisher - an individual or entity that has agreed to the terms and conditions
of this User Agreement and allows its web site to include ads.
c) Results - Legitimate views, impressions, clicks, purchases, etc.
d) Creative – rich media assets including flash, video, audio, images, text,
programming code, graphic content, or any combination thereof that makes
up an advertisement.
e) Network - the group of websites using ZeroKlix
•USE POLICY
a) Membership:
Membership in the ZeroKlix Network (the "Network") is subject to approval
by ZeroKlix. ZeroKlix reserves the right to withhold approval of membership
or refuse service to any new or existing Advertiser, in its sole discretion,
with or without cause. ZeroKlix reserves the right, in its sole discretion
and without liability, to reject, omit or exclude any Advertiser or Website
for any reason at any time, with or without notice to the Advertiser and
regardless of whether such Advertiser or Website was previously accepted
for membership.
b) Representations and Warranties:
Advertiser represents and warrants that: (1) it is the owner or is licensed
to use the entire contents and subject matter contained in the Website; (2)
the Website is free of any virus or other any other device that could impair
or injure any person, or entity, computer equipment or software; (3) the
Website does not violate any law or regulation governing false or deceptive
advertising, sweepstakes, gambling, or trade disparagement; (4) the Website
does not contain any misrepresentations or content that is defamatory or
violates any rights of privacy or publicity; (5) Advertiser will comply with
all laws and regulations that may apply to Internet advertising, including,
but not limited to the Children's Online Privacy Protection Act, the Can-Spam
Act, the Federal Trade Commission Act and the Digital Millennium Copyright
Act, and (6) the Website does not and will not infringe any copyright, trademark,
patent or other proprietary right. Advertiser grants ZeroKlix and the affiliate,
web site or distributor the right and license to transmit the Creative if
the distributor is approved.
c) Termination:
ZeroKlix reserves the right to terminate any Advertiser's relationship with
the Network at any time, with or without cause. Termination notice may be
provided via email or any other public means and will be effective immediately.
Upon receipt of such termination notice, Advertiser agrees to immediately
remove from his/her website ZeroKlix's programming code for ad serving, and/or
affiliate recruitment ads supplied by ZeroKlix.
d) Content:
ZeroKlix reserves the right to refuse to affiliate with any Advertiser. ZeroKlix.com
does not accept Websites that advertise, produce, provide or link to adult
content. ZeroKlix.com does not accept Websites that engage in, promote or
facilitate illegal activities, including but not limited to, pirating names
used to access the website and hacking. ZeroKlix does not accept Websites
that are under construction, personal home pages, or do not own the domain.
This Agreement is voidable by ZeroKlix immediately if Advertiser fails to
disclose, conceals or misrepresents itself in any way. To insure compliance
with this Agreement, any Advertisers that change their content after approval
for membership must notify ZeroKlix.com of the changes in writing immediately.
Notices should be sent to info@ZeroKlix.com
e)ZeroKlix's Code (the "Code"):
ZeroKlix Code must be not be modified from original format without consent
from ZeroKlix. Advertiser agrees to use the Code provided for impression,
click, lead, or sale tracking. Advertiser can not alter, copy, modify, take,
sell, reuse, or divulge any Code, except as is necessary to participate in
the Network. However, with the prior approval of ZeroKlix.com, an Advertiser
may, in certain instances, modify the Code in order to insert certain pre-approved
language above or below an advertisement served by ZeroKlix. Requests for
language approval should be sent to info@ZeroKlix.com
f) Data Reporting:
ZeroKlix is the sole owner of all website, campaign, and aggregate web user
data collected by ZeroKlix.com. Advertiser only has access to campaign data
that is collected through the use of its inventory via the ZeroKlix.com Advertiser’s
area.
g) Contact Information:
Advertisers are responsible for maintaining the correct contact and payment
information associated with their account. This must be done online using
the Advertiser's account. Bank/service fees associated with returned or cancelled
payments due to any error in the Advertiser contact or payment information
and will be deducted from Advertiser's escrow account.
2) PAYMENT POLICY
Advertiser agrees to make an initial deposit of $250 which must be paid by
the Advertiser prior to account activation.
If Advertiser makes the deposit by check, Advertiser's account will not be
activated until Advertiser payment has been cleared. This payment is a deposit
for services to be rendered. If Advertiser chooses to close its ZeroKlix.com
account, the remaining balance in its account will be refunded. No refund
will be issued for 3rd-party fees accrued when refunding advertiser funds.
ZeroKlix payment rate is based on the payout rate included in the Advertiser
program. ZeroKlix.com reserves the right to set and negotiate specific payment
terms on an individual basis. Advertisers have until the last day of the
following month to dispute any account charges from the previous month. Once
payment to a Website, Affiliate or Distributor has been made it cannot be
reversed. Publishers will be paid based upon the undisputed amounts accrued
in their account. If ZeroKlix is notified of a dispute, ZeroKlix will withhold
payment of the disputed funds until the dispute is resolved in accordance
with the dispute resolution provision below. All accounts will be settled
in US dollars ($US). No payment will be issued for any amounts less than
$50 US. Every Advertiser account must have a unique Employer identification
number (EIN) or Social Security Number. All payments are based on results
as defined, accounted and audited by ZeroKlix. ZeroKlix.com will be responsible
for determining, in its sole and absolute discretion, what acts and omissions
violate this policy, and which acts include activity that is deceptive or
fraudulent in nature.
CAMPAIGN RESULTS APPROVALS AND REFUND POLICY
Advertiser CPM (Cost Per Thousand Impressions), CPA (Cost Per Action), CPL
(Cost Per Lead) and CPS (Cost Per Sale) campaigns can be set on either Manual
or Automatic approval basis. It is an Advertiser’s responsibility to determine
which type of approval is appropriate. Manual approvals must be undertaken
in a timely way and we recommend for Advertisers to approve or reject results
on a daily basis or as soon as possible. Advertisers have until the last
day of the following month to manually approve or reject results from the
previous month. On the net day (the 1st) all pending results will be automatically
approved and resulting costs deducted from an Advertisers account.
Campaigns set to Auto-Approve leads cannot be reversed unless Advertiser
provides a contemporaneous list of the IP addresses for rejected leads and
before the last day of the following month. Once a payment to a publisher
has been made it cannot be reversed. The approval or rejection process is
the Advertisers sole responsibility and no liability whatsoever or chargeback’s
will be accepted for campaigns set to auto-approve results of any kind. ZeroKlix
may request details of rejected results from an Advertiser at any time.
3) LIABILITY POLICY
a) Indemnification:
Advertiser is solely responsible for any legal liability arising out of or
relating to (i) the content and other material set forth on the Advertiser
Websites and/or (ii) any content or material to which users can link through
the Advertiser Websites. Advertiser hereby agrees to indemnify, defend and
hold harmless ZeroKlix and its officers, directors, agents, affiliates and
employees from and against all claims, actions, liabilities, losses, expenses,
damages, and costs (including, without limitation, reasonable attorneys'
fees) that may at any time be incurred by any of them by reason of any claims,
suits or proceedings (a) for libel, defamation, violation of right of privacy
or publicity, copyright infringement, trademark infringement or other infringement
of any third party right, fraud, false advertising, misrepresentation, product
liability or violation of any law, statute, ordinance, rule or regulation
throughout the world in connection with the Advertiser Websites (except for
advertisements supplied by ZeroKlix.com); (b) arising out of any material
breach by Advertiser of any duty, representation or warranty under any agreement
with ZeroKlix.com; or (c) relating to a contaminated file, worm, virus, spyware,
malware, adware, keylogger or Trojan horse originating from the Advertiser
Websites.
b) Damages:
In no event shall ZeroKlix, officers, directors, agents, affiliates and employees
be liable for special, indirect, incidental, or consequential damages, including,
but not limited to, loss of data, loss of use, or loss of profits arising
thereunder or from the provision of services.
c) Warranty Disclaimer:
ZeroKlix.com and its users do not make and hereby expressly disclaim all
warranties, express or implied, with respect to any matter whatsoever, including,
without limitation, the performance of any software programs incidental to
services rendered by ZeroKlix.com, services provided thereunder, or any output
or results thereof. ZeroKlix and its users specifically disclaim any implied
warranty of merchantability or fitness for a particular purpose.
d) Limitation of Liability: Neither ZeroKlix.com nor its users will be subject
to any liability whatsoever for (a) any failure to provide reference or access
to all or any part of the Website due to systems failures or other technological
failures of ZeroKlix.com or of the Internet; (b) delays in delivery and/or
non-delivery of Creative, including, without limitation, difficulties with
a Customer or Creative, difficulties with a third-party server, or electronic
malfunction; and (c) errors in content or omissions in any Creative. Advertisers
are responsible for maintaining in all respects the availability of their
web sites and subsequent landing pages.
4) GENERAL
a) Applicability: This Agreement, including all attachments which are incorporated
herein by reference, constitutes the entire agreement between the parties
with respect to the subject matter hereof, and supersedes and replaces all
prior and contemporaneous understandings or agreements, written or oral,
regarding such subject matter. Applicable sections shall survive expiration
or early termination of this Agreement. Nothing in this Agreement shall be
deemed to create a partnership or joint venture between the parties and neither
ZeroKlix.com nor Advertiser shall hold itself out as the agent of the other,
except for that specified in this Agreement. Neither party shall be liable
to the other for delays or failures in performance resulting from causes
beyond the reasonable control of that party, including, but not limited to,
acts of God, labor disputes or disturbances, material shortages or rationing,
riots, acts of war, governmental regulations, communication or utility failures,
or casualties. Failure by either party to enforce any provision of this Agreement
shall not be deemed a waiver of future enforcement of that or any other provision.
Any waiver, amendment or other modification of any provision of this Agreement
shall be effective only if in writing and signed by the parties. If for any
reason a court of competent jurisdiction finds any provision of this Agreement
to be unenforceable, that provision of the Agreement shall be enforced to
the maximum extent permissible so as to effect the intent of the parties,
and the remainder of this Agreement shall continue in full force and effect.
Headings used in this Agreement are for ease of reference only and shall
not be used to interpret any aspect of this Agreement. In addition to terms
that are negotiated and documented separately from this Agreement, terms
that are automatically generated through the interactive use of the ZeroKlix.com
website Advertiser interface are explicitly bound by this Agreement.
b) Public Release: Advertiser shall not release any information regarding
Campaigns, Creatives, or Advertisers relationship with ZeroKlix or its customers,
including, without limitation, in press releases or promotional or merchandising
materials, without the prior written consent of ZeroKlix. ZeroKlix shall
have the right to reference and refer to its work for, and relationship with,
Advertiser for marketing and promotional purposes. No press releases or general
public announcements shall be made without the mutual consent of ZeroKlix
and Advertiser.
c) Remedy: If any Advertiser violates or refuses to fulfill its responsibilities,
under this Agreement ZeroKlix reserves the right to withhold payment and
take appropriate legal action to cover its damages.
d) Dispute Resolution: ZeroKlix shall have the sole responsibility for calculation
of Publisher earnings, including Impressions and click through numbers, leads,
and sales. In the event publisher disagrees with any such calculation, a
written request should be sent within 10 days to ZeroKlix.com at info@ZeroKlix.com
ZeroKlix.com will provide publisher with an explanation or adjustment of
the earnings which shall be final and binding.
e) Modifications: ZeroKlix reserves the right to change any conditions of
this contract at any time. Members are responsible for complying with any
changes to the ZeroKlix.com Advertiser Agreement within 10 business days
from the date of change. ZeroKlix.com will post any changes to this Agreement
in the Advertiser area of the ZeroKlix.com Web site.
f) Privacy: Advertiser shall support ZeroKlix's commitment to protect the
privacy of the online community; such commitment is set forth in ZeroKlix's
Privacy Statement, which is hereby incorporated into this Agreement.
g) Governing Law: This Agreement will be governed by and construed in accordance
with the laws of the State of Washington and the venue for any dispute will
be King County, WA.
h) Authority to Enter into Agreement: By executing this Agreement, Advertiser
warrants that Advertiser (or Authorized Representative of Advertiser) is
at least 18 years of age, and that there is no legal reason that Advertiser
cannot enter into a binding contract.
c) Results - Legitimate views, impressions, clicks, purchases, etc.
d) Creative – rich media assets including flash, video, audio, images, text,
programming code, graphic content, or any combination thereof that makes
up an advertisement.
e) Network - the group of websites using ZeroKlix
•USE POLICY
a) Membership:
Membership in the ZeroKlix Network (the "Network") is subject to approval
by ZeroKlix. ZeroKlix reserves the right to withhold approval of membership
or refuse service to any new or existing Advertiser, in its sole discretion,
with or without cause. ZeroKlix reserves the right, in its sole discretion
and without liability, to reject, omit or exclude any Advertiser or Website
for any reason at any time, with or without notice to the Advertiser and
regardless of whether such Advertiser or Website was previously accepted
for membership.
b) Representations and Warranties:
Advertiser represents and warrants that: (1) it is the owner or is licensed
to use the entire contents and subject matter contained in the Website; (2)
the Website is free of any virus or other any other device that could impair
or injure any person, or entity, computer equipment or software; (3) the
Website does not violate any law or regulation governing false or deceptive
advertising, sweepstakes, gambling, or trade disparagement; (4) the Website
does not contain any misrepresentations or content that is defamatory or
violates any rights of privacy or publicity; (5) Advertiser will comply with
all laws and regulations that may apply to Internet advertising, including,
but not limited to the Children's Online Privacy Protection Act, the Can-Spam
Act, the Federal Trade Commission Act and the Digital Millennium Copyright
Act, and (6) the Website does not and will not infringe any copyright, trademark,
patent or other proprietary right. Advertiser grants ZeroKlix and the affiliate,
web site or distributor the right and license to transmit the Creative if
the distributor is approved.
c) Termination:
ZeroKlix reserves the right to terminate any Advertiser's relationship with
the Network at any time, with or without cause. Termination notice may be
provided via email or any other public means and will be effective immediately.
Upon receipt of such termination notice, Advertiser agrees to immediately
remove from his/her website ZeroKlix's programming code for ad serving, and/or
affiliate recruitment ads supplied by ZeroKlix.
d) Content:
ZeroKlix reserves the right to refuse to affiliate with any Advertiser. ZeroKlix.com
does not accept Websites that advertise, produce, provide or link to adult
content. ZeroKlix.com does not accept Websites that engage in, promote or
facilitate illegal activities, including but not limited to, pirating names
used to access the website and hacking. ZeroKlix does not accept Websites
that are under construction, personal home pages, or do not own the domain.
This Agreement is voidable by ZeroKlix immediately if Advertiser fails to
disclose, conceals or misrepresents itself in any way. To insure compliance
with this Agreement, any Advertisers that change their content after approval
for membership must notify ZeroKlix.com of the changes in writing immediately.
Notices should be sent to info@ZeroKlix.com
e)ZeroKlix's Code (the "Code"):
ZeroKlix Code must be not be modified from original format without consent
from ZeroKlix. Advertiser agrees to use the Code provided for impression,
click, lead, or sale tracking. Advertiser can not alter, copy, modify, take,
sell, reuse, or divulge any Code, except as is necessary to participate in
the Network. However, with the prior approval of ZeroKlix.com, an Advertiser
may, in certain instances, modify the Code in order to insert certain pre-approved
language above or below an advertisement served by ZeroKlix. Requests for
language approval should be sent to info@ZeroKlix.com
f) Data Reporting:
ZeroKlix is the sole owner of all website, campaign, and aggregate web user
data collected by ZeroKlix.com. Advertiser only has access to campaign data
that is collected through the use of its inventory via the ZeroKlix.com Advertiser’s
area.
g) Contact Information:
Advertisers are responsible for maintaining the correct contact and payment
information associated with their account. This must be done online using
the Advertiser's account. Bank/service fees associated with returned or cancelled
payments due to any error in the Advertiser contact or payment information
and will be deducted from Advertiser's escrow account.
2) PAYMENT POLICY
Advertiser agrees to make an initial deposit of $250 which must be paid by
the Advertiser prior to account activation.
If Advertiser makes the deposit by check, Advertiser's account will not be
activated until Advertiser payment has been cleared. This payment is a deposit
for services to be rendered. If Advertiser chooses to close its ZeroKlix.com
account, the remaining balance in its account will be refunded. No refund
will be issued for 3rd-party fees accrued when refunding advertiser funds.
ZeroKlix payment rate is based on the payout rate included in the Advertiser
program. ZeroKlix.com reserves the right to set and negotiate specific payment
terms on an individual basis. Advertisers have until the last day of the
following month to dispute any account charges from the previous month. Once
payment to a Website, Affiliate or Distributor has been made it cannot be
reversed. Publishers will be paid based upon the undisputed amounts accrued
in their account. If ZeroKlix is notified of a dispute, ZeroKlix will withhold
payment of the disputed funds until the dispute is resolved in accordance
with the dispute resolution provision below. All accounts will be settled
in US dollars ($US). No payment will be issued for any amounts less than
$50 US. Every Advertiser account must have a unique Employer identification
number (EIN) or Social Security Number. All payments are based on results
as defined, accounted and audited by ZeroKlix. ZeroKlix.com will be responsible
for determining, in its sole and absolute discretion, what acts and omissions
violate this policy, and which acts include activity that is deceptive or
fraudulent in nature.
CAMPAIGN RESULTS APPROVALS AND REFUND POLICY
Advertiser CPM (Cost Per Thousand Impressions), CPA (Cost Per Action), CPL
(Cost Per Lead) and CPS (Cost Per Sale) campaigns can be set on either Manual
or Automatic approval basis. It is an Advertiser’s responsibility to determine
which type of approval is appropriate. Manual approvals must be undertaken
in a timely way and we recommend for Advertisers to approve or reject results
on a daily basis or as soon as possible. Advertisers have until the last
day of the following month to manually approve or reject results from the
previous month. On the net day (the 1st) all pending results will be automatically
approved and resulting costs deducted from an Advertisers account.
Campaigns set to Auto-Approve leads cannot be reversed unless Advertiser
provides a contemporaneous list of the IP addresses for rejected leads and
before the last day of the following month. Once a payment to a publisher
has been made it cannot be reversed. The approval or rejection process is
the Advertisers sole responsibility and no liability whatsoever or chargeback’s
will be accepted for campaigns set to auto-approve results of any kind. ZeroKlix
may request details of rejected results from an Advertiser at any time.
3) LIABILITY POLICY
a) Indemnification:
Advertiser is solely responsible for any legal liability arising out of or
relating to (i) the content and other material set forth on the Advertiser
Websites and/or (ii) any content or material to which users can link through
the Advertiser Websites. Advertiser hereby agrees to indemnify, defend and
hold harmless ZeroKlix and its officers, directors, agents, affiliates and
employees from and against all claims, actions, liabilities, losses, expenses,
damages, and costs (including, without limitation, reasonable attorneys'
fees) that may at any time be incurred by any of them by reason of any claims,
suits or proceedings (a) for libel, defamation, violation of right of privacy
or publicity, copyright infringement, trademark infringement or other infringement
of any third party right, fraud, false advertising, misrepresentation, product
liability or violation of any law, statute, ordinance, rule or regulation
throughout the world in connection with the Advertiser Websites (except for
advertisements supplied by ZeroKlix.com); (b) arising out of any material
breach by Advertiser of any duty, representation or warranty under any agreement
with ZeroKlix.com; or (c) relating to a contaminated file, worm, virus, spyware,
malware, adware, keylogger or Trojan horse originating from the Advertiser
Websites.
b) Damages:
In no event shall ZeroKlix, officers, directors, agents, affiliates and employees
be liable for special, indirect, incidental, or consequential damages, including,
but not limited to, loss of data, loss of use, or loss of profits arising
thereunder or from the provision of services.
c) Warranty Disclaimer:
ZeroKlix.com and its users do not make and hereby expressly disclaim all
warranties, express or implied, with respect to any matter whatsoever, including,
without limitation, the performance of any software programs incidental to
services rendered by ZeroKlix.com, services provided thereunder, or any output
or results thereof. ZeroKlix and its users specifically disclaim any implied
warranty of merchantability or fitness for a particular purpose.
d) Limitation of Liability: Neither ZeroKlix.com nor its users will be subject
to any liability whatsoever for (a) any failure to provide reference or access
to all or any part of the Website due to systems failures or other technological
failures of ZeroKlix.com or of the Internet; (b) delays in delivery and/or
non-delivery of Creative, including, without limitation, difficulties with
a Customer or Creative, difficulties with a third-party server, or electronic
malfunction; and (c) errors in content or omissions in any Creative. Advertisers
are responsible for maintaining in all respects the availability of their
web sites and subsequent landing pages.
4) GENERAL
a) Applicability: This Agreement, including all attachments which are incorporated
herein by reference, constitutes the entire agreement between the parties
with respect to the subject matter hereof, and supersedes and replaces all
prior and contemporaneous understandings or agreements, written or oral,
regarding such subject matter. Applicable sections shall survive expiration
or early termination of this Agreement. Nothing in this Agreement shall be
deemed to create a partnership or joint venture between the parties and neither
ZeroKlix.com nor Advertiser shall hold itself out as the agent of the other,
except for that specified in this Agreement. Neither party shall be liable
to the other for delays or failures in performance resulting from causes
beyond the reasonable control of that party, including, but not limited to,
acts of God, labor disputes or disturbances, material shortages or rationing,
riots, acts of war, governmental regulations, communication or utility failures,
or casualties. Failure by either party to enforce any provision of this Agreement
shall not be deemed a waiver of future enforcement of that or any other provision.
Any waiver, amendment or other modification of any provision of this Agreement
shall be effective only if in writing and signed by the parties. If for any
reason a court of competent jurisdiction finds any provision of this Agreement
to be unenforceable, that provision of the Agreement shall be enforced to
the maximum extent permissible so as to effect the intent of the parties,
and the remainder of this Agreement shall continue in full force and effect.
Headings used in this Agreement are for ease of reference only and shall
not be used to interpret any aspect of this Agreement. In addition to terms
that are negotiated and documented separately from this Agreement, terms
that are automatically generated through the interactive use of the ZeroKlix.com
website Advertiser interface are explicitly bound by this Agreement.
b) Public Release: Advertiser shall not release any information regarding
Campaigns, Creatives, or Advertisers relationship with ZeroKlix or its customers,
including, without limitation, in press releases or promotional or merchandising
materials, without the prior written consent of ZeroKlix. ZeroKlix shall
have the right to reference and refer to its work for, and relationship with,
Advertiser for marketing and promotional purposes. No press releases or general
public announcements shall be made without the mutual consent of ZeroKlix
and Advertiser.
c) Remedy: If any Advertiser violates or refuses to fulfill its responsibilities,
under this Agreement ZeroKlix reserves the right to withhold payment and
take appropriate legal action to cover its damages.
d) Dispute Resolution: ZeroKlix shall have the sole responsibility for calculation
of Publisher earnings, including Impressions and click through numbers, leads,
and sales. In the event publisher disagrees with any such calculation, a
written request should be sent within 10 days to ZeroKlix.com at info@ZeroKlix.com
ZeroKlix.com will provide publisher with an explanation or adjustment of
the earnings which shall be final and binding.
e) Modifications: ZeroKlix reserves the right to change any conditions of
this contract at any time. Members are responsible for complying with any
changes to the ZeroKlix.com Advertiser Agreement within 10 business days
from the date of change. ZeroKlix.com will post any changes to this Agreement
in the Advertiser area of the ZeroKlix.com Web site.
f) Privacy: Advertiser shall support ZeroKlix's commitment to protect the
privacy of the online community; such commitment is set forth in ZeroKlix's
Privacy Statement, which is hereby incorporated into this Agreement.
g) Governing Law: This Agreement will be governed by and construed in accordance
with the laws of the State of Washington and the venue for any dispute will
be King County, WA.
h) Authority to Enter into Agreement: By executing this Agreement, Advertiser
warrants that Advertiser (or Authorized Representative of Advertiser) is
at least 18 years of age, and that there is no legal reason that Advertiser
cannot enter into a binding contract.