GENERAL BUSINESS TERMS AND CONDITIONS FOR PUBLISHERS

These terms and conditions (the «Terms») along with the specific terms agreed through the Clickio Platform («the Customer Specific Terms») constitute the agreement («the Agreement») between ALZ Software Limited (a private limited company registered and operating under the laws of the England, with its registered address at: Hamilton House, Mabledon Place, London, UK WC1H 9BB) («ALZ» or «we») and the person (or legal entity) who indicates with a check-mark in the checkbox labelled «I have read and agree with the terms of the Agreement» (the «Publisher» or «you»). ALZ and the Publisher are jointly referred to as the «Parties» and each individually as a «Party».

ABOUT

ALZ operate and manage a network on the Internet that facilitates the advertising of goods and services(«Network»).

The participants in the Network are Advertisers, Publishers and ALZ itself. The Advertisers market and advertise their goods and services using Advertising Material (as defined below). Publishers incorporate or embed the Advertising Material into their website («Advertising Space»). The Advertising Material is incorporated into the Publishers' Advertising Space by using the Code provided by ALZ.

DEFINITIONS

The definitions set out below shall apply to these Terms:

«Advertisement» means the advert placed in the Advertising Space by the Publisher.

«Advertisers» means clients of ALZ who provide the Publishers with Advertising Material to be incorporated or embedded in the Publishers Advertising Space.

«Advertising Materials» means, without limitation, textual information, graphical information and text-and-graphic blocks, as well as any other interactive materials, relating to goods or services of the Advertiser and/or the Advertiser's clients, that contain hypertext links to web pages or websites containing information on or offering for sale the relevant goods or services of the Advertiser and/or the Advertiser's client each as designated by the Advertiser.

«Clickio Platform» means the proprietary software and technology platform licensed to ALZ and available to be accessed and used by the Publisher on the terms of the Agreement via the URL address http://clickio.com. ALZ act as an authorised licensee and operator of the Clickio Platform. All interactions between the Parties are carried out exclusively via the Clickio Platform.

«Commission» means the income generated by the Publisher in allowing Advertisers to use the Advertising Space. Commission is determined by the Tariff selected by the Advertiser and the number of Events that occur. Commission is payable to the Publisher by ALZ.

«Customer Specific Terms» means the specific terms that the Publisher and ALZ agree through the Publisher's Personal Account within the Clickio Platform.

«Code» means ALZ's proprietary software code designed for placement on a Publisher's website for the purposes of advertising the Advertising Material in the Advertising Space.

«Event» means affirmative action of an internet user relating to a specific Advertisement placed on the Publisher's website which leads to the Publisher generating an income pursuant to section 5 below. The nature of the Event will depend on the applicable Tariff.

«Net 30 Demand Partner» means a demand partner who pays Commission to ALZ on a 30 day basis.

«Personal Account» means the Publisher's account that is created on the Clickio Platform website (http://clickio.com).

«Tariff» means the different methods available to the Advertisers in allowing their Advertising Material to be Advertised by a Publisher. The Tariff determines the way in which the Publisher can generate an income from the Advertisement. The Publisher does not select the Tariff that applies to the Advertisement. The different Tariffs are identified at section 5 below.

  1. Subject of the Agreement and accessing the Clickio Platform

    1. To participate in the Network, Publishers must register on http://clickio.com and create a Personal Account.
    2. Legal entities or private individuals over 18 years of age may register as Publishers.
    3. ALZ reserves the right to verify the Publisher's personal data.
    4. Registration with the Network is not transferable.
    5. By completing the registration form and accepting these Terms, the Publishers submit an offer to conclude an agreement for their participation in the Network and to offer their Advertising Space to potential Advertisers.
    6. If ALZ accepts the offer, it will confirm this by e-mail or through the Clickio Platform. ALZ reserves the right to refuse an offer without citing any reasons for its refusal; in such case, the data transmitted with the registration form will be deleted without delay.
    7. For the avoidance of any doubt, the Agreement is concluded and becomes binding when ALZ accept your offer.
    8. Access to the Network will be gained by clicking the activation link in the confirmation email and logging into your Personal Account.
    9. To obtain a Code, the Publisher will need to apply for their website and their Advertising Space to be included in the Clickio Platform. This will include providing details of the Advertising Space and the website address. If approved by ALZ, ALZ will provide the Publisher with a Code which will need to be inserted into the Publisher's website. The Code will allow Advertisers to utilise your Advertising Space.
    10. Websites with over 50,000 unique visitors a month are eligible for review.
    11. In making the application for a Code, the Publisher is consenting to an Advertisement being displayed in their Advertising Space.
    12. The Publisher will need to follow the process above for each website that that it wishes to make available to Advertisers.
    13. Using the Clickio Platform, Publishers can review and alter their personal data, add websites and Advertising Spaces and other information and cancel their participation as a whole in the Network.
    14. In addition to Publishers, Advertisers and ALZ participating in the Network, Publishers can also be operators of networks with their own Publishers («Sub-Publishers»).
    15. The registration with and the participation in the Network is free of any charge.
    16. ALZ will use their reasonable endeavours to ensure that the available applications are up-to-date, complete and correct. ALZ is not obliged to review the Advertising Material provided by the Advertisers.
  2. Publishers' Participation

    1. Publishers shall apply for a Code(s) using the Clickio Platform in accordance with section 1.
    2. In the application process, the Advertising Space and the website will be reviewed.
    3. Should the Advertising Space listed in the application process not correspond to the Advertising Space actually available, ALZ is entitled to refuse to provide a Code and block the Publisher's account without delay.
    4. During the term of the Agreement, the Publisher must not and undertakes that it will not circumvent any obligations under the Agreement by concluding any agreement or entering negotiations with any Advertiser to provide any services that are anticipated by or similar in nature to those covered by this Agreement.
  3. Duties of the Publisher

    1. The Publisher undertakes:
      1. that the data provided at registration is correct and complete. Should the data provided at registration change at any time after registration, the Publisher must change his Personal Account on the Clickio Platform.
      2. if they are subject to turnover tax, to provide ALZ, as part of their contact details, their valid tax payer identification number issued by their local tax authority or the VAT identification number.
      3. to keep the access data to their Personal Account, selected at registration (e-mail address and password) confidential and not to communicate such data to third parties.
      4. to inform ALZ without delay in writing or by e-mail sent to support@clickio.com in the event that they have reason to believe that third parties have become aware of their access data.
      5. to allow placement of Advertisements in their Advertising Space only by way of using the Code.
      6. only to use the Code on the website for which it has been specifically provided.
      7. to keep all data and information relating to the Clickio Platform which have or will become known to the Publisher confidential. Such information will include but not be limited to Code.
      8. when requested by ALZ, to remove the Code from any website or website of their Sub-Publishers.
      9. that it holds the required rights in the Advertising Space.
      10. that the Advertising Space and the advertising activities as a whole:
        1. Do not infringe any rights of third-parties (in particular, without limitation, copyrights, trademark rights, personal rights or similar rights).
        2. Do not violate any other provisions of the law (in particular competition law), do not endanger the democratic constitution, do not glorify violence, are not racist, pornographic or liable to corrupt youth, or unfit to be made generally accessible.
        3. Do not violate Google AdSense programme policies, located at https://support.google.com/adsense/answer/48182?hl=en-GB.
      11. It will not, in any way, attack the Network. Attacks are, without limitation, defined as attempts made to overcome or circumvent the security mechanisms of the Network or to otherwise incapacitate them, using computer programs enabling automatic data readouts, as well as using and/or circulating viruses, worms, Trojans, brute force attacks, spam or using other links, programs or procedures that are suited to damage the Network or participants in the Network.
      12. Where they operate a network with Sub-Publishers they will communicate these Terms to and ensure they are binding on their Sub-Publishers and monitor and enforce their compliance. Publishers will be held liable for the conduct of their Sub-Publishers.
  4. Misuse

    1. Any form of misuse, for example, procuring Events by unfair methods or means that violate applicable law, these Terms or the Customer Specific Terms, is expressly prohibited.
    2. Publishers are prohibited from attempting to obtain Commission by procuring Events themselves or through a third person using the Advertisement placed in the Publisher's Advertising Space using one or more of the following methods:
      1. Fraudulently pretending or faking Events, for example by entering third party data without authorisation, or by providing false or non-existing data when ordering goods or registering online.
      2. Using Advertising Material that enables tracking although it is not displayed at all, not visibly or not in the manner and/or size stipulated by the Advertiser.
    3. If we reasonably suspect that you have misused the Clickio Platform, Code or otherwise breached these Terms we may immediately and without notice block your access to your Personal Account and terminate the Agreement. In the event of termination, the provisions of section 6 of these Terms shall apply and the Publisher shall not be entitled to any remuneration, Commission or other payment under the Agreement.
  5. Commission

    1. Commission is only payable if:
      1. an Event has occurred.
      2. the Event is approved by ALZ.
      3. you have not breached these Terms.
    2. The amount of Commission payable to the Publisher for placement of the Code and the way that it accrues in each particular case will depend on the Tariff selected by the Advertiser. The following Tariffs are available to Advertisers:
      1. Standard «Pay-Per-Click» Tariff, under which the Publisher is paid for «clicks» made by internet users on the Advertisement.
      2. Standard «Pay-Per-View» Tariff, under which the Publisher is paid for displaying the Advertisement in their Advertising Space.
    3. The Publisher hereby agrees that the actual amount of Commission to be received by the Publisher under each Tariff shall depend upon, inter alia, the model for placement selected by the Advertiser. The Publisher agrees that they will be notified in each case about the applicable Tariff and the amount of Commission to be received by the Publisher via the Publisher's Personal Account.
    4. Within 5 Business Days of starting its participation in the Network or upon request by ALZ, the Publisher shall notify ALZ of the Publisher’s preferred payment terms of either Net 30 or Net 60, provided that:
      1. should the Publisher select Net 30 payment terms, the Publisher agrees and acknowledges that its participation in the Network shall be limited to the Net 30 Demand Partners; and
      2. should the Publisher select Net 60 payment terms, the Publisher’s participation in the Network shall include all available Demand Partners.
    5. The Publisher hereby expressly agrees that ALZ will be paying Commission in the following manner:
      1. Payment of Commission accrued each month is made automatically in accordance with the payment terms selected by the Publisher pursuant to section 5.4. If Net 30 payment terms are selected, payment is made within 30 days after the end of the month. If Net 60 payment terms are selected, payment is made within 60 days after the end of the month. Payment is subject to:
        1. the Event being approved by ALZ and there having been no breach of these Terms; and
        2. ALZ having the right to delay payment of Commission, for such period as ALZ decides, to the Publisher where ALZ’s receipt of the Commission from the Demand Partner is delayed for whatever reason.
        3. If at any time after payment of Commission, ALZ reasonably concludes that any or all of the Commission is attributable to an Event that occurred in breach of these Terms, ALZ shall be entitled to recalculate the Commission that should have been paid and the Publisher shall, without prejudice to ALZ’s other remedies, repay on demand the difference between the recalculated Commission and the Commission actually paid to the Publisher. ALZ may, at any time, set off any amount of Commission owed to it by the Publisher under this section against any present or future payment of Commission payable by ALZ to the Publisher.
        4. Commission payments will be made by the method and in the currency selected by the Publisher in the Publisher’s Personal Account.
        5. ALZ may set a minimum amount of commission payable which is dependent on the method of payment selected by the Publisher. The minimum amounts imposed by ALZ are listed in the Publisher’s Personal Account. ALZ will only make payments where the minimum amount is met. When the minimum amount that may be paid to the Publisher is not met, the Commission will remain in the Publisher’s remuneration account on the Clickio Platform.
    6. ALZ is not responsible for any Commission that may be withheld by banks, payment systems, payment services providers and other third parties.
    7. No interest will be paid on the Commission in the Publisher's Personal Account.
    8. If there are any bank charges in making the Commission payment, such charge will be deducted from the Commission payable to the Publisher.
    9. Self Billing:
      1. In accordance with Notice 700 and Notice 700/62 issued by HM Revenue & Customs under section 29 and paragraph 2B Schedule 11 Value Added Tax Act 1994 and paragraphs 13 (3A) to (3F) of the Value Added Tax Regulations 1995, ALZ shall issue a “self-billed invoice for the period of 12 months from the date of this Agreement or as agreed with Publisher or until the termination of this Agreement whichever is the later. In such circumstances, ALZ shall complete self-billed invoices identifying Publisher’s name, address and VAT registration number, together with all other details constituting a full VAT invoice. ALZ shall inform Publisher if the issue of self-billed invoices will be outsourced to a third party.
      2. Publisher shall accept self-billed invoices raised by ALZ on behalf of Publisher for the period of 12 months from the date of this Agreement or as agreed with ALZ or until the termination of this Agreement whichever is the later. In such circumstances, Publisher shall not submit invoices to ALZ in circumstances where ALZ is able to issue self-billed invoices. Publisher shall inform ALZ immediately if Publisher’s VAT registration number changes, if Publisher transfers its business as a going concern or if Publisher ceases to be registered for VAT.
      3. The Publisher agrees that it shall have full responsibility for accounting for any VAT (or any equivalent tax chargeable in the UK or elsewhere) that may be payable in any jurisdiction in respect of Commissions or any other payments made pursuant to this Agreement.
      4. For the avoidance of doubt, ALZ shall only make the supplies and pay the Commissions pursuant to this Agreement subject to the Publisher accepting self-billed invoices raised by ALZ. ALZ will not accept or acknowledge any invoice issued directly by a Publisher in respect of any supplies.
  6. Term of Agreement and Termination

    1. The Agreement is for an indefinite term.
    2. The Parties may terminate the agreement at any time in writing (by letter, fax, e-mail); additionally, the Publisher may terminate the agreement by using the «cancel membership» button in the Clickio Platform.
    3. Any Event that occurs at the time of termination but before the Personal Account has been closed will be processed pursuant to section 5 following the receipt of the termination notice.
    4. Once participation in the Network has been terminated, the data record stored at registration will be deleted when ALZ determines that it is no longer necessary subject always to the requirements of any statutory provisions regarding the protection of your data.
    5. If the Agreement has been terminated by ALZ for misuse pursuant to section 4, any liquidated damages pursuant to section 4 will be deducted from the Commission payable on termination.
    6. In the event that the Publisher fails to activate the registration via the activation link sent to the Publisher by email, the activation link will be automatically cancelled after 60 days. It is possible to re-register.
    7. If no an Event does not occur for a period of two years after registration, ALZ reserves the right to close the account and to cancel the registration. It is possible to re- register.
    8. ALZ may in its sole and absolute discretion and with immediate effect terminate the Agreement where there has been a breach of these Terms or the Customer Specific Terms by the Publisher by notifying the Publisher in writing.
  7. Data Protection

    1. Protecting personal data (as defined in the Data Protection Act 1998) is very important to ALZ — nevertheless, collecting, processing and using such data is indispensable for operating the Network. ALZ will collect, process and use personal data exclusively in compliance with the applicable statutory provisions governing the protection of your data.
    2. ALZ is entitled to collect and use personal data as is necessary in order to enable participation in the Network.
    3. ALZ will collect, process and use data requested at registration as well as data accruing in the course of participation in the Network.
    4. ALZ will use the contact data also to contact Publishers by e-mail in connection with their participation in the Network. These emails can be deactivated in the Clickio Platform. However, ALZ recommends that the receipt function should be activated since such provider news may contain important information, e.g. changes in Commission or to these Terms.
    5. Any personal data will be used and processed for purposes other than those referred to above only if the Publisher has expressly agreed to this being done, or if a statutory provision allows ALZ such use.
    6. Publishers can obtain information about their data via the usual contact channels or by sending an e-mail to support@clickio.com.
  8. Rights of Use

    1. The information and the data obtained in the course of participation in the Network may only be used in connection with the Network. Forwarding such information or data to third parties and using them for any other purposes is prohibited.
    2. Publishers must not modify the Advertising Materials or Code, neither visually nor technically nor with regard to their content, nor are they allowed to process the Advertising Materials or Code provided to them in any other way, unless ALZ has previously provided consent in writing.
    3. The Network and its applications are protected under copyright law and other statutory provisions.
    4. ALZ hereby grants to the Publisher a non-exclusive, non-transferable right to use the Network applications as well as the data contained therein, provided that this use complies with the stipulations of any applicable laws and this Agreement and takes place exclusively within the context of participating in the Network. In case of a termination of the Agreement — regardless the reason — the right of use set forth above will be revoked.
    5. Publishers will not be granted any further rights of use. In particular, Publishers are not entitled to transmit the applications or the data contained therein to third parties, nor are they entitled to allow third parties to access such applications or data, nor may they modify or otherwise process such applications or data, incorporate them into another work, or use them in order to create data bases and/or information services of their own.
  9. Indemnification in the event of Breach of the Agreement

    1. Compliance with these provisions is essential for the operation of the Network. In the event of a breach of the Agreement, ALZ reserves the right to take further legal steps in addition to terminating the agreement.
    2. If Publishers or their Sub-Publishers breach any of these provisions and if third parties hold ALZ liable for such violation, ALZ is entitled to demand that such Publishers indemnify it against all costs and expenses it may incur as a result of the breach. Such costs include, in particular, the compensation or damages payable to third parties and reimbursement of further expenses including but not limited to legal costs.
  10. Liability and Limitation of Liability

    1. ALZ shall not be held liable for the content of websites of third-parties, nor shall it be liable for any damages or other failures resulting from any defects of the Publisher's software or hardware or their incompatibility with the Network; ALZ shall also not be liable for damages resulting from the fact that the Internet was not available or malfunctioning.
    2. To the fullest extent permitted under any and all applicable laws, in no event will ALZ, its shareholders, subsidiaries, affiliates, licensors, website and/or internet service providers, content providers, employees, officers, directors, and agents be liable to the Publisher or anyone else under any theory of liability (whether in contract, tort, statutory, or otherwise) for any incidental, direct, indirect, punitive, actual, consequential, special, exemplary, or any other damages, including loss of revenue or income, pain and suffering, emotional distress, damages for loss of goodwill, data or any other intangible losses, resulting from the Publisher's access and/or use of, or inability to access and/or use the Clickio Platform and/or the Network or any part or portion thereof, even if ALZ have been advised of the possibility of such damages. The Publisher assumes full responsibility for any damages, losses, costs, or harm arising from the Publisher's access and/or use of, or inability to access and/or use, the Clickio Platform and/or the Network.
    3. Nothing in this section, or the entirety of the Terms, seeks to exclude ALZ's liability for death or personal injury as a result of ALZ's actions or fraud or fraudulent misrepresentation.
  11. Modification of the General Business Terms and Conditions for Publishers

    1. ALZ reserve the right to amend the Terms and to do so without citing any reasons.
    2. ALZ will communicate the amendments by e-mail and/or by publishing the amended terms on the Clickio Platform at least two weeks prior to the effective date. Publishers who do not object in text form (letter, e-mail, fax) to the modification within two weeks after the receipt of the e-mail will be deemed to have accepted the respective modification.
  12. Jurisdiction

    1. The Agreement shall be governed exclusively by the laws of England.
    2. The place of jurisdiction is London, England.
  13. Change of ownership

    1. The rights and duties under the Terms may only be transferred with the prior written consent of ALZ.
    2. In accepting these Terms the Publisher will be deemed to have consented to the disclosure to, and use by, a subsequent owner or operator of the Clickio Platform or ALZ, of any information about the Publisher, including the Publisher's registration details and personal data.
    3. In the event of a change of ownership or operator as above, the Publisher's continued use of the Clickio Platform signifies the Partner's agreement to be bound by the Agreement with the subsequent owner or operator. This provision shall remain in full force and effect.
    4. If the Publisher has any comments or questions concerning their access and/or use of the Clickio Platform, the Publisher may contact ALZ using the following contact details:

      E-mail address: support@clickio.com
      Postal address: ALZ Software Ltd., Hamilton House, Mabledon Place, London, UK WC1H 9BB
  14. Dispute Resolution

    1. To the maximum extent allowed under any applicable laws the Publisher agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to Publisher's use of the Clickio Platform or participation in the Network must be filed within 1 (one) year after any such claim or cause of action arose or be forever barred. This provision shall remain in full force and effect notwithstanding any termination of the Publisher's use of the Clickio Platform or participation in the Network.

Final provisions

  1. Should any individual provision of these Terms be of no effect, as a whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision will be deemed replaced by that provision that is legally effective and comes closest, in the usual understanding, to the economic intent and purpose of the invalid provision. The same applies to any unintentional omission.
  2. The utilisation of the Network and its applications requires the use of special technical systems such as end user devices, software programs, transmission networks, telecommunications and other services provided by third parties, all of which may entail further costs. ALZ does not provide such end user devices, software programs, communication channels, telecommunications services or other services and therefore will not assume any liability for such services provided by third parties.
  3. The Agreement does not establish a company or a partnership between the parties, it does not authorise either of the parties to make any legally binding declarations on behalf of both parties together, or on behalf of the respective other party, nor does it authorize them to place the respective other party under any obligation or to represent it in any other way.