1. Terms
of the Agreement
The term of this Agreement will begin upon our acceptance of your application
and will end when terminated by either party. Either you or we may terminate
this Agreement at any time for any reason, by giving the other party written
notice of termination. You are only eligible to earn money while ads are
placed during the term.
You must use a valid email address through which you can be reached to participate
in the ZeroKlix Advertising Program. If you do not, your account will be
deactivated.
2. Compensation Defined
Websites may choose the type of advertising program(s) desired, however those
campaigns desired may not be available. The website, affiliate or distributor
can select one or more advertising programs. The payment made varies per
ad and can be per impression (CPM), cost per lead, cost per click (CPC) or
cost per sale (COS). Other types of cost per action (CPA) advertising may
also be available. The percentage of revenue shared between ZeroKlix and
the website is determined individually.
3. Termination
Upon termination of this Agreement for any reason, you will immediately cease
use of, and remove from your website(s), all links to our website(s), and
all ZeroKlix and advertiser logos, and all other materials provided by or
on behalf of ZeroKlix to you pursuant hereto or in connection with the Program.
4. Modifications to the Agreement
ZeroKlix may modify any of the terms and conditions contained in this Agreement,
at any time and in our sole discretion, by posting a change notice or a new
agreement on its website. Modifications may include changes in payment structure,
fee schedules, payment procedures and Program rules. If any change is unacceptable
to you, your only recourse is to terminate this agreement. Your continued
participation in the program following our posting of a change notice on
our site will constitute your binding acceptance of the change.
5. Setup Fees
Setup fees are charged to the website as it accrues revenue. Once setup fees
are paid, the website will receive the agreed upon revenue share. Setup fees
are determined as follows:
Advertising
revenue generated net commissions in year 1Setup Fee
$0-$49$50.00
$50-$99$40.00
$100-$499$30.00
$500-$999$20.00
$1,000-$4,999$10.00
$5,000+Free
6. Enrollment in the Program
To begin the enrollment process, you must submit an application from our
website. We will evaluate your application in good faith and will notify
you of your website’s acceptance or rejection. We may reject your application
if we determine (at our sole discretion) that your site is unsuitable or
competitive to the Program. If we reject your application, you are welcome
to inquire and re-apply. Note that if we accept your application and your
site is thereafter determined (at our sole discretion) to be unsuitable for
the program, we may terminate this agreement.
Your site must at a minimum:
a.Generate
sufficient traffic to our websites;
b.Attract
a customer base who may be interested in our advertiser products and services;
c.Not promote
inappropriate, obscene or illegal pornographic materials.
d.Not promote
violence such as: hate sites, terrorists organizations and/or related sites;
e.Not promote
discrimination based on race, sex, religion, ethnicity, nationality, disability,
sexual orientation or age;
f.Not promote
illegal activities such as: drugs, contraband, and/or related sites;
g.Not violate
the intellectual property rights of ZeroKlix
These are
merely guidelines, and ZeroKlix reserves the right, at its sole discretion,
to reject any applications and to terminate any agreement at any time.
7. Lead to
Sales Ratio Qualification
The ZeroKlix Advertising Program requires websites reach a certain Lead to
Sale conversion ratio to reduce fraud. For instance, at least a lead to sales
radio of at least 1% must be obtained or the website will not be paid for
any of the leads acquired by the website or the website’s 2nd Tier affiliates
during that month. Exemptions are granted on an individual basis if requested
and approved.
8. Fraud/Misrepresentation/False Information
If you commit fraud or misrepresent or falsify any information, clicks, leads
or purchases in connection with the ZeroKlix.com Program, this Agreement
will be terminated immediately. In addition, you will be liable to ZeroKlix.com
for damages that ZeroKlix.com suffers as a result of such actions. You will
also be responsible for returning to ZeroKlix.com all money received through
false information, misrepresentations or fraud, and we will not hesitate
to pursue all legal remedies.
9. Limitation of Liability
We will not be liable for indirect, special or consequential damages, or
any loss of revenue, profits, reputation or data, arising in connection with
this Agreement or the Program, even if we have been advised of the possibility
of such damages. Further, our aggregate liability arising with respect to
this Agreement and the Program will not exceed one month's revenue paid or
payable to you under this Agreement.
10. Relationship of Parties
You are represented as an independent contractor, and nothing in this Agreement
will create any partnership, joint venture, agency, franchise, sales representative,
or employment relationship between the parties. You will have no authority
to make or accept any offers or make representations on our behalf. You will
not make any statement, whether on your website(s), to the press, investors
or otherwise, that reasonably would contradict anything in this Section.
ZeroKlix.com may cite your name or URL in connection with your participation
in the program in materials including but not limited to postings on our
site, newsletters, advertisements, and other communications.
11. Payment to Websites, Affiliates and Distributors
a.Money will
be paid by means of a check or PayPal, with the website absorbing PayPal
transaction costs. Payments are made monthly to websites due over $25 net setup fees. Unpaid
fees will accumulate monthly until the website is due at least $25.
b.Money will
be paid in U.S. dollars only.
c.Checks
will be made payable to the order of the person and/or company name designated
on the website’s application at the time of sign-up.
d.Failure
to provide ZeroKlix with a correct address will result in forfeiture of any
amounts otherwise due to You herein. Updated contact information should be
sent to info@zeroklix.com. Any attempt by a website in the network, affiliate or distributor
to manipulate, falsify or inflate perceived impressions, clicks, leads, business
or referrals, to defraud ZeroKlix.com or to violate the terms of this Agreement
constitutes immediate grounds for ZeroKlix.com or ZeroKlix, to terminate
this Agreement and will result in forfeiture of any amounts otherwise due
to You hereunder.
e.Commissions
are calculated on an individual basis (less any applicable taxes, service
charges, credit card processing fees, returns, cancellations, charge backs
and bad debt) amount for that month. All sales are verified.
f.Commissions are paid on a monthly
basis when the affiliate's account has reached a minimum threshold of $25.00.
Accounts with a balance of less than $50.00 will roll over to the next month.
g.Commission
payments to the affiliate will be mailed no later than 90 days after the
sale. Likewise, web sites earning money with ZeroKlix on a pay per click
basis are paid within 90 days of the action. ZeroKlix’s policy is to pay
distributors as quickly as possible when a minimal threshold is reached.
h.No commission
is due if for any reason an affiliate's referred visitor returns or cancels
an order. If the affiliate has already received commission for a returned
or canceled order, the earned commission will be debited to the affiliate's
account. If an exchange is made from an order and results in a lesser sale
amount, the earned commission will be adjusted accordingly. The new commission
amount will then be reflected. If an exchange is made from an order and results
in a greater sale amount, the additional earned commission will be added
to the affiliates account.
12. Tracking
of Sales
ZeroKlix.com will be responsible for tracking events that cause a fee to
be paid from the advertiser to ZeroKlix, which in turn pays the web site,
affiliate or distributor with the customer who saw the ad. ZeroKlix may use
third party tracking software or other affiliate networks to track impressions,
clicks, sales etc. ZeroKlix will provide its advertisers and distributors
access to this data. The web site, affiliate or distributors will be solely
responsible for ensuring that its links are formatted properly and maintained
in a manner, which allows ZeroKlix.com to track such sales. No payment is
due if the application cannot be tracked by ZeroKlix.com or if the customer
intentionally, consequently or inadvertently subverts tracking mechanisms.
13. Proper Age
By agreeing to this contract, you thereby confirm you are an adult at least
18 years old (19 or 21 where applicable) and you are competent and authorized
to enter this agreement.
14. Responsibilities
of Your Website
You will be solely responsible for the development, operation, and maintenance
of your website and for all materials that appear on your website.
You are solely responsible for:
a.The technical
operation of your website and all related equipment;
b.The accuracy
and appropriateness of materials posted on your website (including, among
other things, links to ZeroKlix hosted advertisements);
c.Ensuring
that materials posted on your website do not violate or infringe upon the
rights of any third party (including, copyrights, trademarks, privacy, or
other personal or proprietary rights);
d.Ensuring
that materials posted on your website are not libelous or otherwise illegal.
15. Indemnification
ZeroKlix and its advertisers disclaim all liability and responsibility for
the matters listed in section 14 above. Further, You agree to indemnify and
hold advertisers and/or ZeroKlix harmless from all claims, damages, and expenses
(including, without limitation, actual attorneys fees and legal costs) relating
to the development, operation, maintenance, and contents of your website
or any other conduct you may engage in arising out of or relating to your
current or previous role as a web site, affiliate or distributor of ZeroKlix.
16. Limited License
We grant You a nonexclusive, nontransferable, revocable right to provide
your users access our advertisements through the links in accordance with
the terms of this Agreement. You may not alter, modify, or change the links
in any way. You are only entitled to use the links if you are a member in
good standing of the ZeroKlix Advertising Program. We may revoke your license
anytime with written notice.
17. Publicity
You shall not create, publish, distribute, or permit any written material
that makes reference to ZeroKlix or its advertisers without first submitting
such material to ZeroKlix or its advertisers and receiving our consent.
18. Anti-Spam Policy
Web sites, affiliates and distributors will be removed from the ZeroKlix
Advertising Program and forfeit any pending commission if it is determined
they have sent or are sending any "spam" emails (as determined by ZeroKlix
and/or advertisers). Spamming is illegal under the requirements of the CAN-SPAM
Act of 2003 and counter to ZeroKlix’s opt-in, permission-based philosophy.
19. Anti-Predatory Policy
Web sites, affiliates and distributors will be removed from the ZeroKlix
Advertising Program and forfeit any pending commissions if they are utilizing
or distributing software downloads that enable diversions of commission from
other web sites in our program.
Web sites,
affiliates and distributors agree not to use any technique or marketing program
that might reasonably be considered "predatory" or manipulative. ZeroKlix
reserves the right to determine whether a technique or program is unreasonable.
In the event of a breach of this Agreement by Affiliate and/or a third party
or licensee, ZeroKlix shall immediately terminate this agreement, and, in
addition to all other remedies available to it, ZeroKlix shall have the right
to refuse to make payments to a web sites, affiliates and distributor.
Affiliate
agrees to indemnify, defend and hold Footnote harmless from any cost, expense
or liability arising out of any breach or alleged breach of your obligations
under this Anti-Predatory Policy.
20. Independent Investigation
You acknowledge that you have read and understand this agreement and agree
to all its terms and conditions. You understand that we may at any time (directly
or indirectly) solicit customer referrals on terms that may differ from those
in this agreement, or operate web sites that are similar to or compete with
your web site. You have independently evaluated the desirability of participating
in the program and are not relying on any assumption, representation, guarantee
or statement other than as set forth in this agreement.
21. No Auto Cookie Setting Allowed
Auto-setting cookies or causing forced clicks by way of pop-ups or pop-unders
that open an advertiser's site without a click, framing techniques, redirects,
or any other means is not allowed. We reserve the right to terminate the
agreement with any party that is using any type of auto-cooking setting.
22. Disclaimer
We make no express or implied warranties or representations with respect
to the ZeroKlix web site or the ZeroKlix Advertising Program (including,
without limitation, warranties of utility, merchantability, no trade mark
or patent infringement, or any implied warranties arising out of course of
performance, dealing, or trade usage). In addition, we make no representation
that the operation of our website will be uninterrupted or error-free, and
we will not be liable for the consequences of any such interruptions or errors.
23. Venue/Dispute Resolution
The laws of the United States and the State of Washington will govern this
Agreement, without reference to rules governing choice of laws. Any dispute
arising out of or relating to the operation or enforcement of this Agreement
or any parties' performance or nonperformance of any obligation hereunder,
shall be submitted to binding arbitration in Seattle, King County, Washington
State by a single arbitrator. Such arbitration shall be conducted in accordance
with Revised Code of Washington 7.04, et seq. In the event the parties cannot
agree on the identity of an arbitrator, any party hereto may petition the
King County Superior Court for the appointment of an arbitrator. The parties
shall jointly share the cost of the arbitrator's fees. The substantially
prevailing party at any arbitration, as determined by the arbitrator, shall
be entitled to an award of his/her/its attorneys' fees and costs. The arbitrator's
decision shall be final, and not subject to any appeal. You hereby consent
to Seattle, King County, Washington as an appropriate, reasonable and convenient
venue for the resolution of any disputes hereunder.
24. Miscellaneous
You may not assign this Agreement to another party, by operation of law or
otherwise, without our prior written consent. Subject to that restriction,
this Agreement will be binding on, inure to the benefit of and be enforceable
against the parties and their respective assigned successors. Our failure
to enforce your strict performance of any provision of this Agreement will
not constitute a waiver of our right to enforce such provision or any other
provision of this Agreement. This Agreement sets forth the entire understanding
of the parties with respect to the subject matter hereof, and supersedes
any prior agreements and understandings, both written and oral, which may
have existed or exist between the parties. You may not modify this Agreement.
