1. Lozik Media Services Ltd Network Terms and Conditions
You agree to the terms and conditions outlined in this Agreement (‘Agreement’) with respect to this Website (‘the Site’). This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content and computer programs provided by or through the Site, and the subject matter of this Agreement. The Company reserves the right to make changes to the Site and the terms and conditions of this Agreement at any time without notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to each use of the Site. Your continued use of the Site after any such modification and notification thereof shall constitute Your consent to such modification.
The following terms and conditions (this ‘Agreement’) is a legal agreement between Lozik Media Services Ltd (‘the Company’) and you (‘You’ or ‘Your’), the user of the website (the ‘Site’). You and the Company may also be individually referred to herein as a ‘Party’ and collectively as ‘Parties’. You agree to use the Site and any additional services offered by the Company in the future only in accordance with this Agreement.
2. Contract Overview
- All email data collected for third party marketing communications has been lawfully obtained and is in accordance with the mandates of all applicable laws, rules and regulations, including but not limited to the Digital Protection Act of 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (“Directive”), the ICO and the CANSPAM Act of 2003 (“CAN-SPAM”).
- All the private individuals whose names are included in the list owner’s database have been given adequate opportunity to object to the use of their data for third party marketing communications. The names of those private individuals who have objected to such use have been deleted from the opt-in email list within 48hrs of the private individuals’ request.
- All list sources must send emails with a header and/or footer that clearly identifies the sender and provides an unsubscribe link for removal.
- The source(s) of all data must be checked for compliance with above rules by network or aggregator. It is understood that under NDA’s, sources cannot be disclosed up front, though for complaints or queries, original opt-in source will be provided to Lozik Media or direct to consumer within 72hrs.
- The list owner, network or manager will be liable to handle any complaints or queries related to data provenance or permissions. If a representing agency or network for the list owner, you confirm hereby that you have proper legal right to use data on their behalf.
- You must send a test email to Lozik Media, which we will reply with approval, before going live unless otherwise specified.
- All campaigns will have a standard 48 hours pause or cancellation policy unless otherwise stated.
- Leads deemed invalid by Lozik Media and/or its clients will not be paid for.
- In the instance of fraudulent activity or technical errors Lozik Media reserves the right to pause the campaign with immediate effect and not provide 48 hours’ notice.
- Lozik Media Services Ltd reserves the right to withhold payment for campaigns where any of the above conditions or others specified in these terms, have not been met by the list owner.
3. Background and Use of the Site.
The Site allows the Company to post offers of advertising programs sponsored by the Company or its affiliates on the system (‘Campaign(s)’). The programs will specify the amount and terms under which You will receive payment (‘Pay-out’) when the program’s requirements are fulfilled. Pay-outs are generated from a specified event (‘Event’) identified in a Campaign, such as clicks, click-through, sales, registrations, impressions and leads.
The definition of the Event associated with a Campaign is set forth in the Campaign’s specifications, and such definition shall govern this Agreement. If You accept a Campaign, You agree to place that Campaign’s advertising creative on Your media properties, such as Your website, affiliated websites or email distribution lists (‘Media’), in accordance with the terms of the accepted Campaign which may be outlined in and Insertion Order (IO). The Company may change a Campaign at any time unless otherwise specified upon reasonable notice to You.
Similarly, You may drop previously accepted Campaign at any time unless otherwise specified. The Company is responsible for displaying and administrating all active Campaign and tracking the payments owed. The Company shall compile, calculate and electronically deliver data required to determine Your billing and compensation. The Company’s figures and calculations shall be final and binding. Any questions regarding the data provided by Company need to be submitted in writing within 30 days of receipt, otherwise the information will be deemed accurate and accepted as such by You.
All websites, newsletters, companies, or individuals need official approval from the Company before they can become an Affiliate Partner (‘Affiliate’). Only websites, affiliated websites and email distribution lists that have been reviewed and approved are permitted to use the Site. The Company reserves the right to withhold or refuse approval for any reason, whatsoever.
In order to be eligible to become an Affiliate, all websites, affiliated websites and email distribution lists must meet the following criteria:
- Be content-based, not simply a list of links or advertisements, nor can the site be centred around making money off of our Advertisers.
- Be written in English and contain only English language content.
- Have a top-level domain name.
- Cannot offer incentives to users to click on ads; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.
- Be fully functional at all levels; no ‘under construction’ sites or sections.
- Spawning process pop-ups and exit pop-ups are prohibited.
The content of the websites, affiliated websites and email distribution lists must be compatible with all applicable laws and cannot infringe on any personal, intellectual property or copyrights including but not limited to:
- Racial, ethnic, political, hate-mongering or otherwise objectionable content
- Investment, money-making opportunities or advice not permitted under law
- Gratuitous violence or profanity
- Material that defames, abuses, or threatens physical harm to others
- Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.
- Software Pirating (e.g., Warez, Hotline)
- Hacking or Phreaking.
- Any illegal activity whatsoever
- Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic.
The Company grants You a non-transferable, non-exclusive limited license, if approved, to use the Site and any data, reports, information or analyses arising out of such use, subject to the terms and conditions set forth herein. You acknowledge and agree that You do not have, nor will claim any right, title or interest in the Site software, applications, data, methods of doing business or any elements thereof. You may only access the Site via web browser, email or in a manner approved by the Company. Site integration tags must NOT be altered. Altering tags may jeopardize Your ability to be paid for Events.
4. Fraud and Invalid data
The Company actively monitors traffic for Fraud. If we detect fraud, your account will be made inactive pending further investigation. If you fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by the Company, such as pre- population of forms or mechanisms not approved by the Company), you will forfeit your entire commission for all programs and your account will be terminated. The Company reserves sole judgment in determining fraud, and you agree to this clause. It is the OBLIGATION of the Affiliate to prove to the Company that they are NOT committing fraud and provide data validity. The Company will hold your payment in ‘Pending Status’ until you have satisfactorily provided evidence that you are not defrauding the system. We flag accounts that:
- Have click-through rates that are much higher than industry averages and where solid justification is not evident.
- Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported.
- Have shown fraudulent leads as determined by our clients.
- Have high amount of invalid details (fake email, fake name, invalid telephone number or wrong number).
- Use fake redirects, automated software, and/or fraud to generate clicks or leads from our programs.
You will be paid per the occurrence of an Event. Parties understand and agree that payment will be owed to the Affiliate from the merchant on terms of NET 30 EOM. All accounts will be paid in GBP ( Sterling. Every Affiliate account must have a unique, valid VAT Number or taxpayer identification number (TIN) or valid Social Security number. All payments are based on actual figures as defined, accounted and audited by the merchant. The Company will facilitate payment by disbursing the earned portion of lump sum aggregate payments to individual Affiliates upon receipt of payment from the merchant.’ In the event Company fails to receive payment due from the merchant it shall have no payment obligation to the Affiliate. If the merchant does not pay on time, Company will notify the Affiliate and offer its best efforts in matters related to collections. Company will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Invoices submitted to the Company and payments made to You shall be based on the Events and corresponding Bounties as reported by the Company. The Company will not be responsible to compensate You for Events that are not recorded due to Your error.
This Agreement shall commence upon your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon three (3) days’ notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. The Company reserves the right, in its sole and absolute discretion, to terminate a Program and remove any advertisements at any time for any reason. The Company also reserves the right to terminate Your access to the Site at any time without notice. Reasons for termination or suspension can include but are not limited to fraudulent, inaccurate or expired contact information and fraudulent lead data or transactions. Termination notice may be provided via e-mail and will be effective immediately. All legitimate moneys due to Affiliate will be paid during the next billing cycle. If Affiliate defrauds the system, then payment is revoked as determined solely by the Company. The representations, warranties and obligations contained in paragraphs 5, 6, 7, 8, 9 and 10 shall remain in full force and effect after termination of this Agreement. All payment obligations accruing prior to the termination date shall survive until fully performed.
7. Representations and Warranties
You represent and warrant that:
- Your Media is in compliance with all applicable laws and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content;
- You agree not to send Unsolicited Commercial Email (i.e., SPAM).
- You cannot post any specific messages to newsgroups, chat rooms, bulletin boards or any other places unless expressly approved in writing from Company. You can post messages which are generic in nature and do not mention any specific client or offer, which are expressly approved in writing from Company;
- You agree not to promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;
- You agree not to engage in any illegal activity, in accordance with the UK law;
- You own or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on Your Media;
- You agree to not use deceit when marketing Advertiser’s offers or presenting these offers to consumers;
- You have the right, power, and authority to enter into this Agreement and grant the rights specified herein;
- You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided by or obtained from the Company that allows the Company to measure ad performance and provide its service (‘Site Data’);
- If instructed to do so by the Company and/or if this Agreement terminates, You will immediately remove and discontinue the use of any Site Data;
- You acknowledge that the Company does not represent, warrant, or make any specific or implied promises as to the successful outcome of any Programs;
- You agree to display the creative exactly as it appears on the Program and will not alter any creative that has been submitted to the Site;
- If You are notified that fraudulent activities may be occurring on your Media, and You do not take any actions to stop the fraudulent activities, then You are responsible for all associated costs and legal fees resulting in these fraudulent activities;
- If any errors or undesirable results occur due to no fault of the Company, the Company shall not be responsible for losses and You may not be compensated.
8. Customer Information; Non-Disclosure
All information submitted by end-user customers pursuant to a Program is proprietary to and owned by the Company or its affiliates. Such customer information is confidential and may not be disclosed by the Company. In addition, You acknowledge that all non-public information, data and reports received from the Company hereunder or as part of the services hereunder is proprietary to and owned by the Company. All proprietary information is protected by copyright, trademark and other intellectual property law. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary information in any manner. These non-disclosure obligations shall survive the termination of this Agreement.
9. Limitation of Liability; Disclaimer of Warranty
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INFORMATION, CONTENT AND SERVICES ON THE SITE ARE PROVIDED ON AN ‘AS IS’ BASIS WITH NO WARRANTY. YOU USE THE SITE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, THE INFORMATION, SERVICES, AND CONTENT INCLUDED ON THE SITE AND PROVIDED BY COMPANY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY THE COMPANY IS ACCURATE, COMPLETE OR CURRENT.
You shall indemnify, defend and hold the Company harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable legal fees) by third parties arising out of Your: (a) improper use of the Site; (b) improper operation of a Program; or (c) breach or violation of this Agreement. The Company shall indemnify, defend and hold You harmless from and against any and all claims allegations, liabilities, costs and expenses (including reasonable legal fees) by third parties arising out of any actual infringement of intellectual property rights resulting from Your display of The Company’s advertising creative provided in connection with operating a Program.
If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be unenforceable, that provision or part-provision shall, to the extent required, apply with the minimum modification necessary to make it legal, valid and enforceable.
12. Force Majeure
Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of circumstances that are beyond its reasonable control, which shall include without limitation failure of merchants to pay, interruption in internet service or any other cause which is beyond the reasonable control of such Party.
13. Legal Fees
The Company shall be entitled to an award of its reasonable costs and expenses, including legal fees, in any action or proceeding arising out of this Agreement.
14.1 This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and supersedes all prior discussions, whether through officers, directors, salespersons, employees or consultants.
14.2 Each Party is an independent contractor and not a partner, joint venture or employee of the other.
14.3 All notices shall be sent to the addresses submitted by You when signing up for the service by certified mail, fax, email or courier.
14.4 The Company reserves the right to change any conditions of this contract at any time, with or without notice.
15.1 The benefit of this Agreement is personal to You and You will not be permitted to assign or transfer any of your rights under this Agreement without our express written consent, not to be reasonably withheld.
15.2 Each party agrees not to disclose any confidential information obtained under or pursuant to this Agreement save in accordance with the terms of this Agreement or as agreed in writing by the other party and to ensure that Confidential Information is disclosed only to such employees and agents as is required in order to perform its duties under this Agreement.
15.3 Any delay or forbearance by Lozik Media Services Ltd in enforcing any provisions of this Agreement shall not be construed as a waiver of such provision or of Lozik Media Services Ltd’s right thereafter to enforce the same.
15.4 This Agreement shall be governed by English Law and the parties submit to the exclusive jurisdiction of the English Courts.
15.5 Any amendment to this agreement is not effective unless it is in writing and is signed by both of the parties.