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Terms and Conditions
Advertisers
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 (). 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 (). 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.
Websites/Affiliates/Distributors
This Agreement, made and entered by and between ZeroKlix.com and you, the affiliate ("you," "website," "distributor" or "affiliate"), contains the complete terms and conditions that apply to your participation in the ZeroKlix Advertising Program (the "Advertising Program" or "Program").
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.
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