THIS IS A LEGAL AGREEMENT BETWEEN YOU (“PUBLISHER”) AND PUBLISHERS.CLICKADILLA, (“SERVICE”, “CLICKADILLA” OR “CLICKADILLA NETWORK”) STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR PARTICIPATION IN THE CLICKADILLA NETWORK. PLEASE READ THIS CLICKADILLA AGREEMENT (“AGREEMENT”) BEFORE REGISTERING AT PUBLISHERS.CLICKADILLA. BY REGISTERING AND USING THE SERVICE YOU ARE AUTOMATICALLY AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
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:
"Advertiser(s)" means one or more customers of Clickadilla Network which create the Advertising Material, and authorize Clickadilla as its intermediary to include it on the Publisher’s Website(s).
"Advertising Material" means the text, graphics, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to push notifications. banners, text ads, pop-unders, floating banners created by an advertiser.
"Publisher(s)" means one or more customers of Clickadilla 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.
"Clickadilla Network" means the advertising network owned and operated by .
"Ad Serving Platform" describes the technology and service that places advertisements on Websites, which includes an advertising software that has been licensed to Publishers.Clickadilla and which Publishers.Cickadilla hereby sublicenses to Publishers and Advertisers participating in the Clickadilla Network subject to this Agreement.
"Impressions" means the number of times Advertising Material is served to a person visiting the Publisher’s Website(s).
"eCPM" means effective cost per mil. eCPM is used on the Clickadilla Network to calculate the relative cost of an advertising campaign and estimates the revenue per 1000 views of the ad.
"Publisher Earnings" means the total revenue generated by the Publisher using the Advertising Materials less Clickadilla margin. Publisher earnings are based on the eCPM generated by the ad spot. Clickadilla margin remains at the sole and absolute discretion of Clickadilla.
"Publisher’s Panel" means the interface provided by Clickadilla to clients (Publishers and Third Parties) in order to sell traffic on the Clickadilla Network.
"Publisher's account" means account(s) opened by Publisher(s) in the Publisher’s Panel.
"Active Publisher’s account" means account(s) from which Publisher(s) requested a payment within the last 12 months.
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 Clickadilla Network using the Ad Serving Platform. On top of that, Clickadilla provides guidance to help Publisher(s).
Clickadilla is a service provider and has no effective knowledge about the content in the Publisher´s Website(s) and/or the Advertising Material created by the Advertiser(s), which is published in the Publisher´s Website(s). Publisher and Advertiser are the only responsible parties for such content and will always hold Clickadlla harmless for any responsibility, infringement, damage or loss in relation to such content. If any content is illegal or violates any law in general, and in particular, any intellectual property laws, please request the removal to Clickadilla at firstname.lastname@example.org, so we can remove and prevent access to it.
2.1. Clickadilla 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 Publisher’s Panel. It is the Publisher’s obligation to make sure it complies, at all times, with Clickadillas’ eligibility rules. The following Website(s) (but not limited with the examples below) that are not eligible for participation on the Clickadilla Network:
– 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 shock human dignity: Content with pornographic character staging minors(miners); Contents making the apology of voluntary crimes to life, persons the integrity and sexual aggressions; Contents making the apology of war crimes, crimes against humanity; Contents provoking discrimination, hate or violence towards a person or towards a group of persons at the rate of their origin or of the group they belong to (an ethnic group, a nation, a race or a religion). Any description will be automatically recorded and indicated to proper authorities.
– Websites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam) as well as unsolicited communications by equivalent electronic means (i.e. sms, chat, social networks, etc.).
– 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 that contain any content violating British laws in general, or the laws of any other country if applicable. In particular, those which violate British intellectual property, personal data or privacy laws. Publishers Website(s) 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. Clickadilla does not control or monitor Publishers Website(s). However, a Website may be brought to its attention or may be checked for any reason. If Clickadilla determines that Publisher’s Website(s) includes any forbidden content, Clickadilla may terminate Publisher’s account without prior notification. In such a case, as a penalty for the breach of this Agreement Publisher shall not be entitled to the payment of any amounts remaining in its Publisher’s Panel, regardless of any other or further liability incurred by the Publisher.
2.3. Clickadilla stresses the fact that a person who inserts an advertisement script into the source code of a website is considered to be the owner of the mentioned website. For this reason, Clickadilla urges customers to pay proper attention to website security. Clickadilla is not liable for any fraudulent activities performed by a third party who having taken advantage of any vulnerability of a website inserts Clickadilla's script without the actual website owner's notice.
Clickadilla reserves the right to ask a webmaster to prove website ownership in case of any suspicion.
Publishers who are operating a network with Sub-Publishers themselves hereby guarantee to communicate this Agreement to their Sub-Publishers and to monitor and enforce their compliance. Publishers will be held liable for the conduct of their Sub-Publishers.
4.1. Any form of misuse, i.e. procuring business transactions by unfair methods or inadmissible means that violate applicable law or this Agreement, is prohibited.
4.2. In particular, Publishers are prohibited from attempting to obtain commissions by procuring business transactions themselves or through a third person using the Advertising Material, tracking links and/or other technical aids provided to them in the context of the Clickadilla Network using one or several of the following methods:
4.2.1. Fraudulently pretending or faking business transactions, for example by entering third party data without authorization or by providing false or non-existing data when ordering goods or registering online;
4.2.2. 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; or
4.3. Any form of misuse will lead to the blocking of the Publishers’ accounts immediately. In this case Publishers may raise an objection (i.e. via e-mail) within a month in order to provide a statement and evidence that the chosen form of advertising has been in accordance with this Agreement. If the Publisher cannot confute the breach of this Agreement, Clickadilla will terminate Publisher’s account. In the event of termination, the Agreement will be wound up and liquidated pursuant to the stipulations of Clause 9 of this Agreement. As a penalty for the breach of this Agreement, the Publisher shall not be entitled to any remuneration, regardless of any other or further liability incurred by the Publisher.
4.4. Fraudulent Impressions. Clicadilla’s ad server will be the official counter for determining the number of Advertising Material delivered under and amounts payable under this Agreement. Any method to artificially and/or fraudulently increases the volume of impressions or clicks is strictly forbidden. Counts of impressions or clicks will be decided solely on the basis of reports generated by Clickadilla Advertising Network. Any method to artificially and/or fraudulently increase the volume of impressions or clicks is strictly forbidden. These prohibited methods include but are not limited to: framing an ad-banner’s click-through destination, auto-spawning of browsers, running ‘spiders’ against the Publisher’s own Website, automatic redirecting of users or any other technique of generating automatic or fraudulent (as determined by Clickadilla, acting reasonably, or based on industry practices) click-through and/or impressions. Advertising Material may not be placed on a page that 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. Publisher’s clicks-throughs of any link other than Clickadilla’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, Clickadilla may terminate this Agreement without prior notification. Such termination is at the sole discretion of Clickadilla and is not in lieu of any other remedy available at law or equity. Clickadilla’s ad server will be the official counter for determining the number of Advertising Material delivered under and amounts payable under this Agreement.
4.5. Misuse of referral links. Publishers are prohibited from attempting to obtain referral bonuses by issuing referral links to accounts owed by them. If Clickadilla notices such kind of activity, it has all the rights to terminate such an account and all referral accounts linked to it without any notice.
Publisher(s) will indemnify and hold Clickadilla harmless of any liabilities, losses or damages of any nature which are directly or indirectly derived from their infringement of this Agreement.
5.1 Payments. Publisher payments can be requested any time if Publisher’s blance reaches the minimum payout limit set up in the Publisher’s Panel. Payments can be done via Bitcoin, Capitalist, Paxum, PayPal, Webmoney and Wire Transfer. In case of Bitcoin payments, Clickadilla won’t be held accountable if an erroneous wallet address has been provided. Clickadilla reserves the right to execute the payment within 7 days.
5.2 Liability for Publisher’s Revenue. Publisher understands and agrees that Clickadilla acts solely as a third party for the Advertisers; and that Clickadilla shall only be liable to Publisher for Publishers Revenue based on payments from Advertisers that it has received without restrictions that constitute immediately-available funds to Clickadilla. Publisher agrees that (i) Clickadilla 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 Clickadilla harmless and indemnify it from any claims or liability related to such unpaid amounts. Clickadilla agrees to make every reasonable effort to bill, collect and clear payment from the Advertisers on a timely basis. Clickadilla, reserves the absolute right not to make any payments if the Publisher violates any of the terms and conditions set forth herein.
5.3 Other Expenses. Clickadilla assumes no responsibility for paying any income taxes, banking commissions or currency fees on behalf of Publisher. By participating in the Clickadilla Network, Publisher assumes complete and sole responsibility for any taxes, banking commissions or currency fees owed as a consequence thereof.
5.4 Clickadilla is entitled to withhold, stop or cancel any payments due to Publisher, or disclose any information regarding the Publisher, should it be required to do so by a court or administrative authority.
6.1. Clickadilla Advertisement Tag. Publisher(s) shall place the Clickadilla Advertisement Tag on all appropriate pages within its website(s). Publisher(s) shall not alter, sell or disclose the Clickadilla Advertisement Tag in any way without Clickadilla prior written consent. The Clickadilla Advertisement Tag for Advertising Material may not be distributed or submitted to any newsgroup, e-mail distribution list, chat room, guest books, or other location that hasn’t been approved by Clickadilla.
6.2. Recording of Service Counts. Clickadilla has the sole responsibility for calculation of statistics, including Impressions, click-through rate, revenues, CPM. UTC Time shall be the time period for traffic and tracking purposes. Statistics shall be available to Publisher online in the Clickadilla Publisher’s Panel. Publisher understands that Clickadilla’s online statistics may not be 100% accurate and that Clickadilla 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, Clickadilla reserves the right to withhold payment on all Impressions and clicks delivered by Publisher.
6.3. Volume of impressions. Clickadlilla cannot guarantee any volume of traffic. Impressions can differ from one day to another following the performances of the site targeted and quality of the traffic.
6.4. Ad Serving Platform. Statistics of impressions and revenues will be provided by Clickadilla. Ad Serving Platform shall govern this Agreement.
Clickadilla is hereby authorized to use the trade names or trademarks of Publishers and Advertisers for the purposes of this Agreement without any further written approval from the party owning such name or trademark.
8.1. Publisher(s) represents and warrants to Clickadilla that:
– 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 Section 4 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 to; and
– The Publisher(s) must respect the prohibition of unsolicited advertisement (“Spam”) when sending Advertising Material via email or via any other equivalent electronic communications means. Therefore, the consent of each and every recipient is to be obtained prior to sending e-mails or electronic communications; should Clickadilla so request, Publisher(s) must provide written evidence of such consent has been granted.
9.1. Clickadilla may at any time, in its sole discretion, immediately terminate this Agreement with or without cause.
Publisher(s) may cancel or terminate this Agreement by removing the Clickadilla Advertisement Tag from the Publisher´s Website(s).
9.2 Clickadilla saves the right to terminate any Publisher’s Account if it loses status of Active Publisher’s Account without any notice, in this case the Publisher shall not be entitled to any remuneration.
10.1. Publisher agrees not to disclose Clikadilla Confidential Information without Clickadilla’s prior written consent. “Network Confidential Information” includes without limitation: (i) all Network software, technology, programming, technical specifications, materials, guidelines and documentation You learn, develop or obtain that relate to the Clickadilla; (ii) click-through rates or other statistics provided to Publisher by Clickadlla; and (iii) any other information designated in writing by Clickadilla as “confidential” or any designation to the same effect. Clickadilla Network Confidential Information does not include information that has become publicly known through no breach by Publishers or Clickadilla, or information that has been (i) independently developed without access to Clickadilla Network Confidential Information, as evidenced in writing; (ii) rightfully received by Publisher from a third party; or (iii) required to be disclosed by law or by a governmental authority.
10.2. Publisher acknowledges that Clickadilla might be ordered by a Court or Administrative Authority to disclose information regarding the services being provided to the Publisher or to disclose Publisher’s identity under certain circumstances and specially where Publisher’s Website(s) contain(s) or link(s) to unauthorized copyrighted materials from third parties. Clickadilla will be fully entitled to disclose such information upon receiving a request for disclosure from a Court or Administrative Authority which Clickadilla reasonably deems as being competent to issue such a request.
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).
12.1. Indemnification. Publisher agrees to indemnify, defend and hold Clickadilla 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 or proceeding for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation on the Clickadilla Network, (ii) operation of the Publisher’s Website(s) submitted to Clickadilla for participation on the Clickadilla Network or (iii) otherwise arising from a relationship with Clickadilla. You also agree to indemnify Clickadilla for any legal fees incurred by Clickadilla, acting reasonably, in investigating or enforcing its rights under this Agreement.
12.2. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL CLICKADILLA BE LIABLE TO PUBLISHER WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT CLICADILLA 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 SHALL CLICKADILLA’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE LAST MONTH’S PAYMENTS TO THE PUBLISHER.
13.1. Clickadilla reserves the right to amend the provisions of the present Agreement and to do so without citing any reasons.
14.1. This Agreement shall be governed by and interpreted in accordance with the laws of United Kingdom.
15.1. Force Majeure. 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.
15.2. Assignment. Clickadilla is hereby authorized to assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party provided that the assignee shall assume all rights and obligations under this Agreement
Publisher shall not assign, sublicense, delegate or otherwise transfer any of its rights or obligations. However, Publisher/Advertiser may, without the consent of Clickadilla, 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.
15.3. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person (including by internationally recognized commercial delivery service), and on the day the notice is sent when sent by verified facsimile or email with confirmation receipt, 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 postal or email 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.
15.4. 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.
15.5. 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. All waivers must be in writing and signed by an authorized representative of the party waiving its rights. A waiver by any party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.
15.6. 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. The information and documents provided by Publisher(s) to Clickadilla, as requested by the latest in order to enter the Agreement, shall be also considered as part of this Agreement. This Agreement may not be amended without the written consent of the parties.
15.7. 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.
15.8. 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.
15.9. Counterparts. This Agreement may be executed in counterparts or online, which taken together shall form one legal instrument.
15.10. 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.