For the purposes of this Agreement, the parties agree that, when used capitalized herein, the following terms shall have the following meanings unless they are otherwise defined in this Agreement:
“Publisher(s)” means one or more customers of Website Traffic UK and WTFlex. responsible for the distribution of online Advertising Material on its Website(s).
“Publisher’s Website(s)” means the space, including without limitation, homepage, website or e-mail, where the Publisher(s) incorporate or embed the Advertising Material.
“Website Traffic UK and WTFlex” means the Publisher network.
“Impressions” means the number of times Advertising Material is served to a person visiting the Publisher’s Website(s).
“Publisher Earnings” means the total revenue generated by the Publisher using the Advertising Materials less Website Traffic UK and WTFlex. margin. Publisher earnings are based on the CPM and CPC generated by the ad spot. Website Traffic UK and WTFlex. margin remains at the sole and absolute discretion of Website Traffic UK and WTFlex.
“CPM” means cost per mil. CPM is used on the Website Traffic UK and WTFlex to calculate the relative cost of an advertising campaign and estimates the cost / revenue per 1000 views of the ad.
“Unique Click” means the number of times, as recorded by Website Traffic UK and WTFlex, a user visiting Publisher’s Website(s), as identified by IP address, clicks on Advertising Material. A click on Advertising Material by a particular visitor shall only be counted as a Unique Click once every 24-hour period.
“Dashboard” means the interface provided to clients (Publishers, Advertisers and Third Parties) in order to buy and sell traffic on Website Traffic UK and WTFlex.
By virtue of this Agreement Advertiser(s) markets and advertises their goods and services using Advertising Material and Publisher(s) incorporates or embeds the Advertising Material into the Publisher’s Website(s) through Website Traffic UK and WTFlex. On the top of that, Website Traffic UK and WTFlex is providing a guidance to help Advertiser(s) and Publisher(s).
2. PUBLISHER AUTHORIZED WEBSITE(S)
2.1. Website Traffic UK and WTFlex reserves the right to approve or to deny the affiliation of a Publisher at any time. If not approved, Publisher shall not be entitled to the payment of the revenue displayed in its Dashboard. The following are examples of Publisher’s Website(s) that are not eligible for participation in the Website Traffic UK and WTFlex: – Websites which contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy. – Websites with reference to illicit practices or containing attempts to human rights such as discrimination, racism, hate or violence. – Websites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam). – Websites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, ‘phreaking’, etc.) – Websites with illegal, false or deceptive investment advice. – Websites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.). – Websites that are under construction or incomplete. – Websites containing no specific value added, content or products to users.
Publisher’s Websites and content must be at all times compliant with any applicable Personal Data Protection and Privacy laws and regulation, and shall not violate any law, regulation, rule or custom or violate, infringe or misappropriate any person’s or entity’s rights, including without limitation any property or privacy rights, including intellectual property rights, such as copyrights, trademark rights or rights in name or likeness.
2.2. Website Traffic UK and WTFlex. regularly checks Publisher’s Website(s). If Website Traffic UK and WTFlex. determines that Publisher’s Website(s) includes any forbidden or non-compliant content, Website Traffic UK and WTFlex may close Publisher’s account without prior notification. In such a case, Publisher shall not be entitled to the payment of the revenue remaining in its Dashboard.
The following are examples of Publisher’s use of Websites or product offering that are not eligible for participation in the Website Traffic UK and WTFlex:
3.1. Procuring, billing or servicing for business transactions based on unfair methods or illegal means of doing business that violate any applicable law or this Agreement, are prohibited;
3.2. More specifically, attempts to obtain commissions by procuring, billing or servicing business transactions using the Advertising Material, tracking links and/or other technical aids provided in the context of the Website Traffic UK and WTFlex using one or several of the following methods:
3.2.1. Fraudulently pretending or misrepresenting business transactions, for example by entering third party data without authorization or by providing false, misleading or non-existing data when ordering goods or registering online;
3.2.2. 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;
3.2.3. Any form of Brand-Bidding or unfair anti-competitive behavior.
3.2.4. Any method to artificially inflate the cpm value of a Publisher spot; it is forbidden to constantly create/delete spots to avoid the end of the probation period.
3.3. Any form of misuse will lead to the blocking of the Publishers’ accounts immediately. In this case Publishers may raise an objection (by email) within a month in order to provide a statement and evidence that the chosen form of advertising or the Website has been made in accordance with this Agreement. In the event of non-resolution as a result of a breach or non-compliance with this Agreement or violation of applicable law, the Agreement will be terminated. The Publisher shall not be entitled to any remuneration as of the date of termination.
3.4. Fraudulent Impressions. Any method too artificially and/or fraudulently inflates the volume of impressions or clicks are strictly forbidden. Counts of impressions or clicks will be decided solely on the basis of reports generated by Website Traffic UK and WTFlex. These prohibited methods include but are not limited to:
- Creating more than 15 spots per site (active or inactive) and more than 6 active spots per page
- Framing an ad-banner’s click-through destination
- Auto-spawning of browsers
- Running ‘spiders’ against the Publisher’s own Website
- Automatic redirecting of users
- Advertising Material may not be placed on a page which reloads automatically.
- Publisher may not require users to click on Advertising Material prior to entering a Website or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material.
- Any technique of generating automatic or fraudulent (as determined by Website Traffic UK and WTFlex., acting reasonably, or based on industry practices) click-through and/or impressions.
- Publisher’s click-through of any link other than Website Traffic UK and WTFlex’s Advertising Material, or use of any other means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, Website Traffic UK and WTFlex. may terminate this Agreement without prior notification and Publisher shall not be entitled to the payment of the revenue remaining in its Dashboard.
4. PUBLISHER PAYMENT
4.1 Payments. Publisher payments are done weekly through Paypal for members making a request. Payments are generated manually by Website Traffic UK and WTFlex. To receive a payment, Publishers must reach the minimum payout limit set up in the Website Traffic UK and WTFlex dashboard. Website Traffic UK and WTFlex. shall pay Publisher for Advertising Material actually delivered by Publisher to each of Publisher’s Website(s) approved by Website Traffic UK and WTFlex.
4.2 Liability for Publisher’s Revenue. Publisher understands and agrees that Website Traffic UK and WTFlex. acts solely as a third party for the Advertisers; Publisher agrees that (i) Website Traffic UK and WTFlex. shall have no liability or obligation to Publisher for payments due but unpaid from Advertisers; (ii) Publisher will only assert any claims therefore directly against the Advertisers; and (iii) Publisher shall hold Website Traffic UK and WTFlex. harmless and indemnify it from any claims or liability related to such unpaid amounts. Website Traffic UK and WTFlex. agrees to make every reasonable effort to bill, collect and clear payment from the Advertisers on a timely basis. Website Traffic UK and WTFlex., reserves the absolute right not to make any payments if the Publisher violates any of the terms and conditions set forth herein.
4.3 Other Expenses. Website Traffic UK and WTFlex. assumes no responsibility for paying any income taxes, banking commissions or currency fees on behalf of Publisher. By participating in the Website Traffic UK and WTFlex, Publisher assumes complete and sole responsibility for any taxes, banking commissions or currency fees owed as a consequence thereof.
5. ADVERTISING MATERIAL
5.2. Recording of Service Counts. Website Traffic UK and WTFlex. has the sole responsibility for calculation of statistics, including Impressions, click-through rate, revenues, CPM / CMC. EST Time shall be the time period for traffic and tracking purposes. Statistics shall be available to Publisher online in the Website Traffic UK and WTFlex Dashboard. Publisher understands that Website Traffic UK and WTFlex‘s online statistics may not be 100% accurate and that Website Traffic UK and WTFlex may make adjustments to Publisher’s online statistics. In the event that coding on Publisher’s Website(s) generates substantial number of erroneous impression due to a technical problem such as server malfunction, coding alteration or a mistake in entering code, Website Traffic UK and WTFlex reserves the right to withhold payment on all Impressions and clicks delivered by Publisher.
5.3. Volume of impressions. Website Traffic UK and WTFlex cannot guarantee any volume of traffic. Impressions can differ from one day to another following the performances of the site targeted.
5.4. Ad Serving Platform. All Statistics of impressions and revenues will be provided by Website Traffic UK and WTFlex and shall be used for payments and related data pursuant to this Agreement.
6. AD SIZES
Website Traffic UK and WTFlex host a variety of banner sizes which include 300×250 (pixels), 315×300, 468×60, 950×250. For any other sizes or format you may contact Website Traffic UK and WTFlex to get such sizes or format approved. Website Traffic UK and WTFlex to get such sizes or format approved.
Website Traffic UK and WTFlex shall use the trade names or trademarks of Publishers, Advertisers or third parties without prior written approval from the party owning such name or mark.
8. REPRESENTATIONS AND WARRANTIES
Publisher(s) represents and warrants to Website Traffic UK and WTFlex that:
9.2. If either party does not fulfill a material obligation defined in this Agreement, the other party has the right to terminate this Agreement thirty (30) days following written notice to the party in breach, provided that such material breach remains uncured, without prejudice of the right to claim the damages caused to the non-breaching party.
The Publisher(s) agree not to disclose Website Traffic UK and WTFlex Confidential Information without Website Traffic UK and WTFlex‘s prior written consent. ” Confidential Information” includes without limitation: (i) all software, technology, programming, technical specifications, materials, guidelines and documentation related to Website Traffic UK and WTFlex; (ii) click-through rates or other statistics provided to You by Website Traffic UK and WTFlex; and (iii) any other information designated in writing by Website Traffic UK and WTFlex as “confidential” or any indication to the same effect. Website Traffic UK and WTFlex Confidential Information does not include information that has become publicly known through no breach by You or Website Traffic UK and WTFlex, or information that has been (i) independently developed without access to Website Traffic UK and WTFlex Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
11. DATA PROTECTION
11.2. Each party warrants to the other that, during the term of this Agreement, it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection).
12. INDEMNIFICATION AND LIMITATION OF LIABILITY
12.1. Indemnification. You agree to indemnify, defend and hold Website Traffic UK and WTFlex and its officers, directors, shareholders, successors, affiliates, employees, agents and representatives harmless from and against any and all costs, claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any claims and lawsuits as well as all other claims resulting from (i) the participation on the Website Traffic UK and WTFlex, (ii) operation of the Publisher’s Website(s) submitted to Website Traffic UK and WTFlex for participation on the Website Traffic UK and WTFlex or (iii) otherwise arising from a relationship with Website Traffic UK and WTFlex The Publisher(s) also agree to indemnify Website Traffic UK and WTFlex for any legal fees incurred by Website Traffic UK and WTFlex, acting reasonably, in investigating or enforcing its rights under this Agreement.
12.2. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL WEBSITE TRAFFIC UK and WTFLEX BE LIABLE TO PUBLISHER WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT WEBSITE TRAFFIC UK and WTFLEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT WEBSITE TRAFFIC UK and WTFLEX’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE PAYMENTS TO THE PUBLISHER HEREUNDER.
13.1. Website Traffic UK and WTFlex reserves the right to amend the terms and conditions of this Agreement at any time in its sole discretion. Website Traffic UK and WTFlex will provide reasonable notice of any such changes by e-mail and by posting the changes on its site and such notices shall be considered sufficient for a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of fees, commission schedules, and payment procedures. All such modifications shall take effect after a notice has been provided above, unless otherwise indicated.
During the term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Advertiser agrees that it will not do business directly or indirectly with any Publisher listed on the Website Traffic UK and WTFlex, or directly or indirectly solicit such Publisher to do business directly with the Advertiser.
15. GOVERNING LAW
15.1. This Agreement shall be governed by and interpreted in accordance with the laws of the United Kingdom.
15.2. For any matter related to the interpretation or execution of this Agreement, the parties expressly waive to submit to any courts which might have jurisdiction over the subject matter, and agree to submit to the sole competence and jurisdiction of the British Courts.
16. GENERAL PROVISIONS
16.1. Force Majeure. Except for payment obligations, if either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a “Force Majeure Event”), such party’s performance shall be excused and the time for performance shall be extended accordingly provided that the party immediately takes all reasonably necessary steps to resume full performance. If such party remains unable to resume full performance fifteen (15) days after the Force Majeure Event, the other party may terminate this Agreement upon written notice.
16.2. Severability. Should any of the provisions of this Agreement be declared invalid or unenforceable by the rules and regulations of British court, such provisions shall be deemed several from the remainder of this Agreement and not affect the validity or enforceability of the remainder of this Agreement. In that case, such provisions shall be changed and interpreted to achieve the purposes of those provisions as much as possible within the extent of relevant laws or judgment of the court.
16.3. Survival. All relevant Sections shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.
16.4. Assignment. Neither party may assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, either party may, without the consent of the other party, assign this Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee shall assume in writing all rights and obligations under this Agreement.
16.5. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or by email (including by internationally recognized commercial delivery service), and on the day the notice is sent or received, if the time of transmission is during recipient’s business day, or if not on the next business day thereafter, in each case to the respective parties at the addresses provided by the them in writing. Either party may change its address by providing the other party with written notice of the change in accordance with this section.
16.6. Relationship of Parties. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
16.7. Waiver. No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy.
16.8. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, oral or written, with respect to the subject matter of this Agreement.
16.9. Headings. The headings of the articles and paragraphs contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.
16.10. Construction. The parties acknowledge and agree that the Agreement has been jointly prepared and its provisions will not be construed more strictly against either party as a result of its participation in such preparation.
16.11. Counterparts. This Agreement may be executed in counterparts, which taken together shall form one legal instrument.
16.12. No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
- All content, products, and services on the Publisher’s Website(s) are legal to distribute, that it owns or has the legal right to use, and will not infringe, any and all copyrights, trademarks, patents or other proprietary rights;
- The Publisher’s Website(s) do not, and will not during the term of this Agreement, contain any material described in the “Misuse” Section of this Agreement;
- The Publisher’s Website(s) are free of any “worm”, “virus”, “malware” or other device that could impair or injure any person or entity;
- It is generally familiar with the nature of the Internet and will comply with all rules and regulations that may apply; and it will conduct its business in compliance with all applicable laws, rules and regulations;
- It has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein; and the execution of this Agreement and the performance of its obligations by Publisher(s) will not conflict with or cause a breach or violation of any agreement, law, regulation or other obligation to which Publisher(s) is a party or subject; and
- The Publisher(s) must respect the prohibition of unsolicited advertisement (“Spam”) when sending e-mails containing Advertising Material. Therefore, the consent of each and every recipient is to be obtained prior to sending e-mails; should Website Traffic UK and WTFlex’s request, Publisher(s) must provide written evidence of such consent has been granted.