NETKLIX.COM PUBLISHERS TERMS AND CONDITIONS
By becoming a Publisher you agree to be bound by these Terms and Conditions.
1. Definitions
In these Conditions the following words have the following meanings unless the context requires otherwise:
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“Advertiser”
“Advertisement” |
means an individual or organisation who wishes to Advertise their Web Site on the Netklix Network;
means an advertisement, which has been accepted by us, placed by an Advertiser;
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“Advertiser Sites”
“Publisher”
“AdSpace Code”
“AdSpace” |
means the Web Site or Sites that an Advertiser has elected for promotion using Advertisements placed on the Netklix Network;
means an individual or organisation who has registered with us as a Publisher and who has agreed to display Advertisements for a share of the revenue generated by Actions;
means the JavaScript code (or other specified code) supplied by Netklix that once placed on a Publishers Site initiates a request for Advertisements when an Impression is generated;
means the area on a Publisher website into which we will serve one or more Advertisements;
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“Campaign”
“Consequential Losses” |
means each separate Advertising Campaign, which is a group of Adverts;
means any loss of profits, damage to goodwill, economic and similar losses, special damages, indirect losses, business interruption, loss of business contracts, loss of opportunity and/or loss of production;
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“Contract” |
means any contract between you and us incorporating these Conditions for the provision of the Services;
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“Intellectual Property” |
means patents, copyright, database rights, design rights (registered and/or unregistered), trade marks (registered and/or unregistered), know how, confidential information or other industrial or intellectual property right subsisting anywhere in the world whether in existence at the date of this Contract or arising after the date of this Contract and all rights to apply for the same and any application for any of the foregoing;
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“Liability” |
means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;
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“Net Revenue” |
means revenue received from Advertisers in relation to Actions published by you minus our costs;
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“Network” |
means our web-based advertising network which allows Advertisers to display Advertisements on Publisher’s web sites;
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“Payment Threshold”
“Inventory” |
means the minimum amount you must earn to receive a payout as stated on your Publisher Account;
means the AdSpaces available for Netklix to serve Advertisements into; |
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“Services” |
means the services to be performed by us for you under this Contract;
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“Actions” |
means valid clicks determined by the Netklix tracking systems;
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“Web Site”
“Publisher Site”
“Traffic” |
means “netklix.com”
means the Web Site or Sites that a Publisher owns upon which they have placed the Netklix AdSpace Code in order to show Advertisements;
means Actions tracked from the Advertisements served into your AdSpace;
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2. Basis Of Contract
2.1 These Terms and Conditions shall govern the Contract between you and us to the exclusion of any other Terms or Conditions.
2.2 These Terms and Conditions supersede all previous Terms and Conditions and shall replace any Terms and Conditions previously notified to you.
2.3 No variation to these Conditions shall be binding on us unless agreed in writing, including by email, between you and us.
2.4 Our employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Services unless confirmed by us in writing.
2.5 No oral warranties or representations shall bind us (unless given by one of our Directors).
2.6 You acknowledge that you do not rely on any representation and/or warranty that has not been made in accordance with these Conditions.
2.7 We may modify these Terms and Conditions at any time. Your continuation as a Publisher shall be deemed to be your acceptance of any modification which will apply to any subsequent sites added to your Publisher account with continued use of services.
3. Duration
3.1 This Contract begins when we accept your application to become a Publisher and will continue until terminated in accordance with these Terms and Conditions.
4. Registration and Web Site Submission
4.1 We are under no obligation to accept your application to become a Publisher or any website you submit for approval to the network.
4.2 You may only have one user account with us, but may publish Advertisements on more than one web site within that account. You may also sign-up to display Advertisements for other currencies/languages on our Network.
4.3 You shall be responsible for the accuracy of the information you provide to us for registration purposes and for giving us any information necessary for us to perform the Contract.
4.4 We try to ensure that all details contained on our Web Site or otherwise supplied to you are as accurate as possible. On the occasion that there is an error, we will advise you about it, if relevant, as soon as possible.
4.5 If you cancel this Contract for any reason you shall have no further recourse against us under this Contract.
5. Performance
5.1 Dates for performance cannot be guaranteed. Time is not of the essence in relation to such dates. They are also subject to any matters beyond our reasonable control.
5.2 If you refuse to allow performance of the Services then we shall be entitled to withhold performance of any other Services and to treat this Contract as repudiated by you.
5.3 If a Publisher account is inactive for a continuous period of 60 days then Netklix reserves the right to withhold payment of these forfeited funds indefinitely. Inactivity is defined as where a Publisher’s account does not contain an AdSpace that has generated at least one impression during a continuous period of 60 days
5.4 If we cannot run any Advertisements for any reason whatsoever, we shall provide “house” Advertisements or the best performing adverts.
5.5 We do not guarantee we will fill 100% of your inventory with Advertisements.
6.1 We shall monitor the number of Actions relating to each of the Advertisements you have published.
6.2 We shall display, on a near real-time basis, a report setting out the results of the monitoring set out in clause 6.1 on our Network.
6.3 If you dispute this report, you must inform us of your disagreement within 24 hours of the first display of the report, however, our decision is final.
7.1 If the payment we receive from the Advertiser is not sufficient to pay you for the Actions we will apply the balance of monies held pro rata against paying the monies owed by that Advertiser to all Publishers.
7.2 You acknowledge that if we are not paid by the Advertiser, we have no obligation to pay you.
7.3 We will track the number of Actions. We process the data near real-time, and update reports every 15 minutes.
7.4 We will make the Payment relating to the previous calendar month within 30 days of the end of that month, if the Payment due is equal to or exceeds the Payment Threshold. If the Payment due is less than the Payment Threshold, the Payment will be withheld and rolled over to the next month. The rollover process will continue until the Payment Threshold is met.
7.5 We may withhold any Payment if you breach any terms of your Contract.
8. Your Responsibilities and Obligations
8.1 You must be at least 18 years of age.
8.2 You must not act in any way that does not comply with any instructions given to you by us or by any competent authority.
8.3 You must not increase the number of Actions relating to your AdSpace by using or procuring that others use automated, programmed, repetitive, artificial, incentivised, misleading or similar methods, including but not limited to robots, spiders, auto-spawning browsers, auto reloading, meta refreshes, blind text links, misleading links, forced clicks, incentivised clicking, coding to alter click or conversion counts, script generators or any other form of artificial traffic with the intention of increasing your revenue.
You must not post Advertisement links on newsgroups, message boards, blogs, emails, link farms, chatrooms, guestbooks, bulletin board systems, or forums on any other site than those approved by Netklix for use on the Netklix network.
8.4 You shall not place AdSpace Code on web sites which contain content which is, extremist, prohibited by law, defamatory, degrading, in bad taste, obscene, , violent, related to bomb-making or hate-mongering, infringing of third party intellectual property rights, infected by a virus, contain spyware, contain peer-to-peer technology, or relates to illegal substances or child pornography, piracy, hacking, and phreaking. You shall not publish Advertisements on web sites that employ cloaking, or sites that are under construction, or contain no meaningful content or where the content is obscured by another page. Additionally, you shall not place AdSpace Code on web sites which contain materials that infringe third party intellectual property rights for example but not limited to mp3, mp4, DivX, warez, software cracks, EMU or ROMs.
8.5 You shall not place AdSpace Code on web sites which are blank, contain only Advertisements or are password-protected.
8.6 You shall only with our prior written consent place AdSpace Code on web sites in a language other than the language relevant to the Netklix network you have joined, with politically sensitive content, or on or triggered by desktop applications and toolbars.
8.7 If your activities are fraudulent, we may enter your name into a global fraud database to be used by third parties. AdSpace Code must only be placed on URLs which we have accepted for participation and in no other media, including emails or on any other URLs.
8.8 If you suspect any fraudulent activity, you must notify us of it as soon as is reasonably practicable.
9. Security and Passwords
9.1 When you Sign-up, you will be asked to provide a password and security question, personal and confidential to you, which must not be disclosed to and/or shared with any other person except us.
9.2 You are solely responsible for the use of your sign-in details and should keep them confidential. Use of the Services using your email address and password is deemed to be use of the Services by you, unless until you inform us of the loss, theft or use by a third party of the password.
9.3 You acknowledge the risk, when using the Internet, other Network communication facilities, telephone and/or other electronics means to communicate, that data (including personal data), the Network and/or the Services, may be accessed by and/or interfered with by unauthorised third parties.
9.4 If you know or suspect that your password or security question has been lost, stolen or used by another, you must inform us immediately to allow us to change the password or security question.
10. Intellectual Property
10.1 Nothing in these Conditions grants any rights to you in relation to intellectual property within the Advertisements or any intellectual property belonging to us.
11. Advertisements and AdSpace Code
11.1 You may not amend the AdSpace code nor modify any cookies relating to an Advertisement and/or AdSpace.
12. Our Services
12.1 We shall monitor the number of Actions relating to each AdSpace you place on your Web Site.
12.2 If you dispute any of our statistics, please contact us immediately to discuss your concerns.
13. Confidentiality
13.1 You agree that you will keep confidential and not use except for purposes contemplated by this Contract (except with our prior written consent) all information relating to the Services in one and all our confidential business information, which may be disclosed to you or which you may learn except where such information is public knowledge or is required to be disclosed by law.
14.1.1 breach a material term of this Contract;
14.1.2 breach a term of this Contract and, if the breach is capable of remedy, have not remedied the breach within 14 days of receiving notice requiring the breach to be remedied;
14.1.3 persistently breach any one or more terms of this Contract;
14.1.4 cease or threaten to cease to carry on business, or propose to compound with your creditors, apply for an interim order under Section 252 Insolvency Act 1986 or have a Bankruptcy Petition presented against you, enter into voluntary or compulsory liquidation, have a receiver, administrator or administrative receiver appointed over all or any of your assets, or take or suffer any similar action in any jurisdiction;
14.1.5 appear to us due to your credit rating to be financially inadequate to meet your obligations under the Contract; and/or
14.1.6 appear reasonably to us to be about to suffer any of the above events;
then we have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 14.2 below.
14.2 If any of the events set out in clause 14.1 above occurs in relation to you then:-
14.2.1 we may withhold the performance of any Services and cease any Services in progress; and/or
14.2.2 we may cancel, terminate and/or suspend without Liability to you any agreement with you.
14.3 If you breach clause 8 we may terminate all agreements with you and have no liability to pay you for any fraudulent traffic. We may inform other advertising networks of your behaviour.
15. Limitations On Liability
15.1 We shall have no Liability for defective Services:
15.1.1 where the defect has been caused or contributed to by you;
15.1.2 if the price for the Services has not been paid in full by the due date for payment; and/or
15.1.3 unless the event is notified to us within the appropriate time limit set out in this Contract.
15.2 We shall have no Liability to you:
15.2.1 for damage, loss, liability, claims, costs or expenses caused or contributed to by your continued use of defective Services after a defect has become apparent or suspected or should reasonably have become apparent to you.
15.2.2 to the extent that you are covered by any policy of insurance and you shall ensure that your insurers waive any and all rights of subrogation they may have against us.
15.2.3 for any matters which are outside our reasonable control;
15.2.4 for any consequential losses;
15.2.5 for any loss of profits and/or damage to goodwill;
15.2.6 for any economic and/or other similar losses;
15.2.7 for any special damages and indirect losses; and/or
15.2.8 for any business interruption, loss of business, contracts, opportunity and/or production.
15.3 You shall give us a reasonable opportunity to remedy any matter for which we are liable before you incur any costs and/or expenses in remedying the matter yourself. If you do not do so we shall have no liability to you.
15.4 You shall be under a duty to mitigate any loss, damage, costs or expenses that you may suffer.
15.5 Our total Liability to you shall not exceed the amount we have paid you under this Contract.
15.6 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:
15.6.1 Liability for breach of contract;
15.6.2 Liability in tort (including negligence);
15.6.3 Liability for breach of statutory duty; and
15.6.4 Liability for breach of Common Law.
except clause 15.5 above which shall apply once only in respect of all the said types of Liability.
15.7 Nothing in this Contract shall exclude or limit our Liability for death or personal injury due to our negligence or any Liability which is due to our fraud or any other liability which it is not permitted to exclude or limit as a matter of law.
15.8 All warranties, terms, Conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.
16. Termination
16.1 In addition to the termination rights set out at clause 14, we may suspend or terminate this Contract without notice if you breach any of the Terms and Conditions set out in clause 8, commit any other material breach of this Contract or we reasonably suspect you of fraud.
16.2 You may terminate this Contract on 8 weeks’ written notice. Such termination will not affect any Advertisement Campaigns which are still ongoing at the time of the termination. These will terminate when they have run their course.
16.3 We may terminate this Contract and the provision of the Services at any time.
16.4 If we terminate this Contract, we will notify you by email, at the most recent email address we have for you.
16.5 On termination of this Contract for any reason, you must remove all AdSpace Code from your web sites as soon as is reasonably practicable.
17. General
17.1 You agree to indemnify and keep indemnified us against any and all losses, proceedings, lost profits, damages, awards, expenses, costs (including increased administration costs and legal costs on a full indemnity basis), claims, actions and any other losses and/or liabilities suffered by us and arising from or due to any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by you.
17.2 No waiver by us of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
17.3 If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
17.4 We shall have no Liability to you for any delay in performance of this Contract (other than in relation to payment) to the extent that such delay is due to any events outside our reasonable control including but not limited to acts of God, power outages or surges, network disruption, war, flood, fire, labour disputes, subcontractor delays, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events.
17.5 You shall not assign your interest in the Contract (or any part) without our written consent. We may assign all or part of our interest in the Contract.
17.6 All third party rights are excluded and no third party shall have any right to enforce this Contract.
17.7 This Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.