Applicability. 

1. These terms of service (“Terms”, “Agreement”) constitute a binding agreement between CLICKID MEDIA LTD, company No. 13098641 (“CLICKID”, “Company”, “we,” “us” or “our”) and you (“Advertiser,” “you,” “yours”), and shall govern the placement and delivery of advertising as set forth in the Insertion Order (“IO”) to which these Terms and Conditions are subject to (the IO, together with these Terms and Conditions collectively form the “Agreement”).
2. By signing up, registering, or otherwise enrolling as an ‘advertiser’ with CLICKID, the Advertiser declares to agree with and accept the applicability of these Terms and Conditions. 
3. Any changes or additions to these Terms and Conditions shall only be valid once agreed upon with CLICKID and confirmed in writing. The applicability of any other terms and conditions, including any terms or conditions which are implied by trade, custom, practice, or course of dealing or which the Advertiser may purport to apply or which are endorsed upon any correspondence or documents issued by the Advertiser irrespective of their date of communication to CLICKID, are explicitly excluded.
4. CLICKID provides you, as Advertiser, with the ability to post Ads (as defined below) for distribution through the CLICKID, as defined herein, subject to your compliance with the terms and conditions of the Agreement. By enrolling as an advertiser, Advertiser, its agents, representatives, employees and any other person acting on its behalf with respect to the use of the Company, shall be bound by, and agrees to be bound by, the Agreement. 

Definitions. 

In these Terms and Conditions, the following definitions shall have the following meaning:

1. “Ads”: email content, banner ads, buttons, pop-ups, pop-unders, co-registrations, lead generations, hypertext or other links, widgets, works of authorship, jumbo promos, content scripts, add tags, silver bullets, site skins, promotional and other advertising material and any kind of commercially sponsored or related content, related to Advertiser and/or a specific Campaign.
2. “Advertiser”: a legal person or natural person-acting course of a profession or business that engaged CLICKID to provide the Services via its network of Affiliates.
3. “Advertiser Account”: the online account provided by CLICKID to the Advertiser.
4.  ‘Affiliate”: any legal person or natural person acting in the course of trade (and including its agents, representatives, employees or any other person acting on its behalf) that signed up, registered or enrolled on CLICKID’s affiliate network to provide (part of) the Services.
5. “Campaign”: the advertisement campaign of the Advertiser as further detailed on the Insertion Form and accessible via a specific Landing Page. 
6.  “Commission”: the commission fee per Conversion to be paid by Advertiser to CLICKID.
7. “Confidential Information”: all non-public information disclosed (whether in writing, orally, electronically or otherwise) by CLICKID to Affiliate before and during the Agreement and that is marked or otherwise designated as ‘confidential’ or ‘secret’, or by its nature should be considered confidential at the time of disclosure, thereby including, without limitation: processes, methods, formulae, technical information, information in tangible or intangible form relating to and including released or unreleased software, marketing or promotional activities, business policies or practices, business relations and pricing/financial information. 
8. “Content”: information, text, artwork, graphics, images, pictures and/or other materials, provided, transmitted or shared with CLICKID by Advertiser.
9. “Conversion”: an action upon which the commercial deal is based, for example, if the commercial deal is: CPM (Cost Per Mille), CPA (Cost Per Action), CPC (Cost Per Click), CPL (Cost Per Lead), CPD (Cost Per Download), CPPU (Cost Per Paying User), CPAU (Cost Per Active User), CPI (Cost Per Install), then conversion is considered respectively: mille, action, click, lead, download, paying user, active user and install. 
10. “Conversion Statistics”: statistical data for a Campaign that reflects the Conversion on and via relevant Landing Pages.
11.  “Intellectual Property Rights”: all intangible, intellectual, proprietary and industrial property rights, worldwide, whether registered or unregistered, including, but not limited to: (a) all trademarks, service marks, trade names and logos; (b) all copyrights, moral rights, and other rights in works of authorship, including Content, and including copyrights in software (source code); (c) all database rights, (d) all patents or utility models; (e) all designs and drawings; and (e) all other rights in or connected to (technical) know how or trade secrets.
12. “Insertion Order”: the sign up and registration form submitted and executed by Advertiser.
13. “Landing Page”: the URL related to a Campaign and which embeds a tracking code provided by CLICKID to measure Conversion Statistics.
14. “Service(s)”: the targeting services provided by CLICKID through one or more Affiliate(s) in order to generate and/or improve Conversion and collect data to optimize a Campaign by means of (without limitation) distributing the Ads. 

Services/Ads.

1. As of the date of acceptance of the present agreement (“Effective Date”), Advertiser agrees to accept and pay for, and Company agrees to provide the targeting services provided by CLICKID through one or more Affiliate(s) in order to generate and/or improve Conversion and collect data to optimize a Campaign by means of (without limitation) distributing the Ads (“Services”).  

1. Upon execution of the Insertion Order by the Advertiser, CLICKID shall start providing the Services to the Advertiser. CLICKID shall perform the Services on a best efforts basis, thereby taking into account professional skill and care. 
2. Upon request CLICKID may provide Advertiser with access to an Advertiser Account. Advertiser shall be independently responsible and liable for any actions (for example of employees of Advertiser) under the Advertiser Account.
3. Advertiser will, at its sole cost and expense, create and deliver all advertisements to Company prior to publication (“Advertiser Provided Ad” and/or “Ad(s)”). The parties understand and agree that Advertiser is the sole owner of any and all intellectual property rights associated with any Advertiser Provided Ads. Company does not guarantee that the Ads will be available or displayed, will not be required to publish any Ad and may refuse or stop publication of any Ad at any time for any reason in its sole discretion. Company‘s failure to reject or cancel any Ad shall not be construed as an acceptance of the Ad, nor shall it negate other provisions of the Agreement, specifically with respect to liability. Company‘s policies, specifications and/or recommendations with respect to Ads should not be construed as legal advice, or as sufficient guidelines to ensure that such Ads comply with applicable law. Company does not represent or warrant that the Ads, or such policies, specifications and/or recommendations associated with the Ads, are legally compliant or appropriate. Company assumes no obligation and hereby disclaims any liability for Advertiser‘s use of the Ads or Advertiser‘s reliance on any such policies, specifications and/or recommendations. Advertiser is solely responsible for the content of the Ads. Company shall not be responsible for Advertiser‘s website(s) including, but not limited to, content, maintenance of Advertiser‘s website(s), order entry, customer service, payment processing, shipping, cancellations or returns. Advertiser warrants and represents that: (a) it has all right, title and interest in and to the Ads; (b) the use of the Ads by Company and its Affiliates as contemplated and authorized hereunder will not infringe on any copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; and (c) all Ads are in compliance with all laws, regulations and ordinances of United Kingdom and any other jurisdiction in which Advertiser conducts business.

Distribution of Ads. 

1. Positioning of the Ads within the Company is at the sole discretion of Company and its Affiliates. Company does not guarantee that your Ads will be available through any specific part of the Company, when your Ads will run and/or the placement and positioning of your Ads.

Exclusivity. 

1. If the “Exclusive” option has been selected on an IO, then Company shall be the exclusive online distribution source for that offer, and Advertiser shall not duplicate the same or similar offer for any other affiliate, publisher, or network without Company‘s prior written consent. In the event of a breach of this provision by Advertiser, Company shall be entitled to, in addition to all other rights and remedies that Company may have at law or in equity, an injunction (without the requirement to post a bond) enjoining and restraining Advertiser and/or all other persons involved therewith from continuing such breach for each applicable “Exclusive” offer. Advertiser acknowledges that any breach by Advertiser of this provision will result in irreparable injury to Company for which money damages may not adequately compensate Company.

Commission and payment.

1. For providing the Services under the Agreement, CLICKID is entitled to receive a Commission from the Advertiser.
2. CLICKID will calculate the Commission on the basis of the Conversion Statistics. Advertiser acknowledges and accepts that the Conversion Statistics will comprise evidence for the calculation of the Commission, regardless of the Advertiser’s right to provide evidence of the contrary. Advertiser understands and agrees that Company shall invoice Advertiser using the higher of the numbers tracked by Company or tracked by Advertiser, and Advertiser agrees to pay for all amounts as invoiced. Leads or sales are defined as Internet users interested in your Ad or offer, who have clicked-thru to your landing page or website, and have signed up for, or purchased, as applicable, your service or product. Advertiser understands and agrees that Advertiser shall pay Company using the higher of the numbers tracked by Company or tracked by Advertiser, and Advertiser agrees to pay for all amounts as invoiced.
3. Advertiser shall provide Company within five (5) days after the end of the previous traffic period, the total number of leads or sales generated by Company and its Affiliates in the previous traffic period. Notwithstanding the foregoing, upon Company‘s reasonable request Advertiser shall provide Company with the total number of leads or sales for the previous traffic period within forty-eight (48) hours of the request.
4. CLICKID will invoice the Advertiser the Commission on a weekly, bi-weekly or monthly basis, as determined by CLICKID. The payment term will be determined as mutually agreed by Parties. The Advertiser shall never be permitted to offset or withhold any amounts or payments to CLICKID with invoices of CLICKID.   
5. Deductions, chargebacks or credits will not be accepted unless with prior written approval of CLICKID. Any fraudulent conversion lead, sale, click, action or install must be sent to (the account manager of) CLICKID including evidence that such lead, sale, click, action or install was invalid, fake or fraudulent.
6. Any disputes regarding the correctness or completeness of an invoice and/or the Conversion Statistics, must be notified by Advertiser to CLICKID without delay, but in no event later than within four (4) days from the invoice date. Any such disputes need to be supported with evidence. If dispute inquiries were not or not timely received by CLICKID, the invoice may automatically be deemed accepted and payable in full by Advertiser.  
7. In the event, Advertiser does not or not timely pay the Commission due, CLICKID is entitled to immediately (temporarily) suspend the Services without incurring any liability towards Advertiser.
8. Payments for invoices will be overdue if unpaid after the due date listed on the invoice. Overdue invoices will accrue interest at the statutory interest rates then in effect. Payments are subject to any and all applicable taxes and shall be paid in accordance with the payment method selected on the IO.

Traffic Level Adjustments. 

1. If, in Company‘s sole determination, the projected fees payable by Advertiser for any traffic period during the term of an IO are targeted to exceed the credit decision previously provided to Advertiser, then Company may, in its sole discretion, take any one or more of the following actions at any time (a) require a deposit or increase in deposit; (b) increase the frequency of invoices to daily, weekly or bi-weekly, as applicable: (c) require that Advertiser secure any current and/or future payment obligations through the issuance of promissory notes, establishment of joint accounts and/or collateralization of receivables, real property and/or other assets; (d) suspend the placement of Ads in the Network until the payment terms have been revised to Company‘s satisfaction; (e) cap the number of Actions generated by the Ad.

Refund Policy. 

1. All refunds if any are at the sole and absolute discretion of Company and are subject to an administrative handling fee of an amount not to exceed $500. Any funds still left on deposit over one year after Advertiser has terminated activity on the Company shall be forfeited to Company.

Claims or Disputes. 

1. Advertiser shall submit any and all claims and disputes in writing to Company within ten (10) days after month‘s end or seven (7) days after the invoice date, whichever is earlier, time being of the essence. Claims and disputes not timely submitted to Company, in accordance with this provision, are waived and all charges are final.

Failure to Make Payment. 

1. The failure by Advertiser to make timely payment shall constitute material breach. Advertiser is responsible for all reasonable expenses (including, but not limited to, attorneys‘ fees and costs) incurred by Company in collecting such amounts due plus interest.

Tracking System. 

1. You agree that you will not alter or remove any tracking method deployed by Company (“Tracker”) to track leads. If you disrupt, interfere, or disable the tracking system, you will be obligated to pay Company for all Actions, based upon the historical earnings per click (“EPC”), to have been generated during the period of disruption. The historical EPC is determined by dividing the total earnings by the number of clicks generated by a campaign during the most recent uninterrupted traffic period. Advertiser shall place Tracker on a unique confirmation page that does not contain the tracking method of any third party. If you place Tracker on the same page as a third party‘s tracking method, you will be obligated to pay Company based upon each firing of the Tracker (based upon Company‘s tracking logs) regardless of any payment made to any third party for the subject action in reliance on any other tracking method appearing on the same page.

Fraud. 

1. Advertiser acknowledges and agrees that Company shall not be liable for any instances of fraud on the part of end-user consumers and Advertiser agrees to pay Company in full for all services performed under the Agreement regardless of end-user consumer fraud. Advertiser shall not be liable for Actions that are the result of Affiliate fraud and are timely disputed in accordance with Section “Claims or Disputes” of this Agreement; however without definitive proof of fraud as determined by Company, Advertiser agrees to pay Company in full for all services performed under the Agreement.

Non-Circumvent. 

1. Advertiser recognizes that Company has proprietary relationships with Company Affiliates. Advertiser agrees not to knowingly circumvent Company‘s relationship with such Affiliates, or otherwise obtain, directly or indirectly, services similar to those performed by Company or such Affiliates hereunder, from any Affiliate that is known, or should reasonably be known, by Advertiser to have such a relationship with Company. Advertiser shall not solicit the Affiliates of Company, nor shall Advertiser use or attempt to use reverse engineering or tracing of Affiliate traffic as a means to solicit and/or identify Company‘s Affiliates. Failure to comply with this Section may, at our discretion and without limiting or excluding other remedies that may be available to Company (all such other remedies being expressly reserved), result in immediate termination of the Agreement.

Confidentiality. 

1. The receiving party shall keep confidential all Confidential Information from the disclosing party, and the content of any communication between the parties (as the case may be) in connection with the Agreement and/or the Services.
2. With respect to the Confidential Information, the receiving party: (i) shall not use or disclose such Confidential Information for any purpose except as necessary to fulfil the Services, or other obligations under the Agreement, or as required by law; (ii) shall limit access to the Confidential Information solely to employees, agents or any other person who need to obtain such access to fulfil the Services or any other obligation under the Agreement, and (iii) shall require its employees, agents and other persons who have access to the Confidential Information to abide by confidentiality obligations.
3. The receiving party shall be liable for any breach of the confidentiality obligations under this Clause by any of its employees, agents or any other person who obtained access to the Confidential Information.
4. Confidential Information shall not include information that is or has become publicly available through no fault of the receiving party or that was or has been rightfully and independently developed or obtained by the receiving party free from any duty of confidentiality.
5. Advertiser shall at all times be independently responsible for compliance with applicable law and regulations, including applicable law relating to the collection, processing and transfer of personal data. The Advertiser shall indemnify and hold the Company harmless from and against any and all third party claims, damages, losses, costs or expenses or any damages or costs awards sustained or incurred by the Company in connection with any complaint made against the Company as a result of Advertiser’s failure to obtain the necessary lawful ground for processing any personal data.

License. 

1. For the term of the Agreement, Advertiser hereby grants to Company and Company‘s Affiliates and partners a non-exclusive, royalty-free, worldwide license to: (a) use, perform and display all Ads delivered hereunder in accordance with the terms of the Agreement; and (b) use all associated Advertiser intellectual property in connection therewith. Title to and ownership of all intellectual property rights of all Ads and associated Advertiser intellectual property shall remain with Advertiser or its third party licensors.

Representations and Warranties. 

EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER PARTY THAT: (A) IT HAS THE FULL CORPORATE RIGHT, POWER AND AUTHORITY TO ENTER INTO THE AGREEMENT, TO GRANT THE LICENSES GRANTED HEREUNDER AND TO PERFORM THE ACTS REQUIRED OF IT HEREUNDER; (B) THE EXECUTION OF THE AGREEMENT BY IT AND THE PERFORMANCE OF ITS OBLIGATIONS AND DUTIES HEREUNDER, DO NOT AND WILL NOT VIOLATE ANY AGREEMENT TO WHICH IT IS A PARTY OR BY WHICH IT IS OTHERWISE BOUND; AND (C) WHEN EXECUTED AND DELIVERED, THE AGREEMENT WILL CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATION OF EACH PARTY, ENFORCEABLE AGAINST EACH PARTY IN ACCORDANCE WITH ITS TERMS.

Disclaimer of Warranties. 

THE COMPANY, SERVICES AND THE RESULTS GENERATED THERE FROM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY AD. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY AD, COMPANY‘S SOLE OBLIGATION WILL BE TO RESTORE SERVICE AS SOON AS PRACTICABLE. EXCEPT AS STATED HEREIN, COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

Limitation of Liability. 

1. Other than for gross negligence and willful misconduct, in no event will either party be liable for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever including, without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other party arising out of the Agreement, even if such party has been advised of the possibility of such damages.

Indemnification. 

1. Advertiser agrees to defend, indemnify and hold harmless Company and its Affiliates and their respective directors, officers, employees and agents from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys‘ fees, even if incident to any appeals) (collectively “Losses”) incurred as a result of any claim, judgment or proceeding relating to or arising out of: (a) Advertiser‘s breach of the Agreement; (b) the content of the Ads and any and all claims made therein; or (c) the products, services or content linked to from the Ads. Company agrees to defend, indemnify and hold harmless Advertiser from and against any and all Losses incurred as a result of a claim, judgment or proceeding relating to or arising out of Company‘s breach of the Agreement.
2. If any action is brought against either party (the “Indemnified Party”) in respect to any allegation for which indemnity may be sought from the other party (“Indemnifying Party”), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware, except that failure to provide such notice shall not excuse the Indemnifying Party’s indemnification obligations under this Section unless such failure materially prejudices the Indemnifying Party. The Indemnified Party shall permit the Indemnifying Party to assume control over the defense of such claim, with counsel chosen by the Indemnifying Party that is reasonably acceptable to the Indemnified Party, provided however, that the Indemnified Party shall control the defense of any such claim that, in the reasonable opinion of such Indemnified Party, could have a material and adverse effect on the business, operations, assets or prospects of such Indemnified Party, and the reasonable costs and expenses thereof shall be included as part of the indemnification obligations of the Indemnifying Party hereunder. The Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party‘s rights or interests without the prior written consent of the Indemnified Party.

Termination. 

1. In addition to any other remedies that may be available to it, Company may immediately terminate this Agreement or any applicable IO in the event of any breach by Advertiser of the Agreement. Either party may cancel this Agreement or an IO, by giving five (5) business days prior written notice to the other party. Any accrued but unpaid payment obligations, shall survive termination of the Agreement. In the event of termination, Advertiser shall allow five (5) business days for the campaigns to become inactive across the Company, and Advertiser will be responsible for the Actions that result from Ads published during those five (5) days.

Miscellaneous.

1. Each party is an independent contractor and not a partner, joint venturer or employee of the other. Neither party shall have the right to bind the other or to incur any obligation on the other‘s behalf
2. This Agreement is governed by the laws of United Kingdom, without regard to principles of conflict of laws. In the event of any dispute relating to or arising from these Terms or the Agreement that cannot be resolved amicably between CLICKID and the Advertiser, the dispute shall in first instance be exclusively decided by the competent court in London, the United Kingdom.
3. Advertiser and Company each hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction or that such proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.
4. If any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. 
5. The Agreement sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Only a writing signed by both parties, including but not limited to the IO, may change, modify or amend the terms of the Agreement.