These terms of service (“Terms”, “Agreement”) constitute a binding agreement between you (“Affiliate”, “you”, “your”) and CLICKID MEDIA LTD, company No. 13098641 (“CLICKID,” “we,” “us” or “our”), and govern your use of CLICKID’s website (“Website”, “Site”) and the content, products and services offered through the Website (collectively with the Website, the “Services”). By signing up, registering or otherwise enrolling as an ‘affiliate’ on Website, the Affiliate declares to agree with and accept the applicability of these Terms.  Upon our request, you agree to sign a non-electronic version of these Terms. THESE TERMS MAY BE AMENDED OR CHANGED BY US IN OUR DISCRETION, WITH OR WITHOUT NOTICE, AT ANY TIME. Your continued access or use of the Website or any other Services following such changes will be deemed acceptance of such changes. In addition, we reserve the right to modify or cease providing all or any portion of the Services at any time, with or without notice. 

1. PRIVACY POLICY

We are committed to protecting the privacy of the personal information you provide to us through the Website. Any personal information submitted through the Website by you is subject to our Privacy Policy. We do not knowingly collect personal information from persons under the age of 18. 

2. ACCESS AND PASSWORDS

As part of the subscription process for this Site, you have selected or been assigned a particular password in accordance with CLICKID’s password guidelines. YOU AGREE THAT YOU ARE THE ONLY INDIVIDUAL ENTITLED TO ACCESS THE SITE USING YOUR EMAIL ADDRESS AND PASSWORD, AND YOU AGREE NOT TO PERMIT OTHERS TO ACCESS THE SITE USING YOUR EMAIL ADDRESS OR PASSWORD. You agree that all actions taken by you, or any other user that accesses the Website using your email address and password, at or through the Website will be attributed to and legally bind you, even with respect to acts for which the user had no actual authority or made an error. You assume all resulting liability from use of the Website and any services available on it by you or others using your email address and password. If you lose your password, please click the “Forgot your password?” link on the login page. 

3. PAYMENTS AND COMMISSIONS

3.1 Payments are made 30 days after the end of the period. Periods are from the 1st to the last day of the month. We try our very best to have payments out no later than 30 days after the end of the period, however we cannot guarantee that payment will have reached your account by this time. We may agree with you another payment terms in Insertion Order (IO).

3.2 Payment methods are chosen at your own risk. CLICKID is not responsible for any loss of funds via third parties once payments have been transferred to them. 

3.3 Individual payout amounts are subject to change and must remain strictly confidential; no public display of commissions will be tolerated, such display will equate to a breach of the confidentiality provisions of this agreement.

3.4 Affiliates will not be paid for referring themselves or ‘multiple accounts’.

3.5 Payment will be made via our acceptable payment options as listed on your profile page and are subject to change. 

3.6 Minimum payout is USD 100. Some payment methods have higher minimum payouts. All balances will be carried forward until the minimum payout is achieved.

3.7 Should an Affiliate terminate his account and the amount owed in said account is USD 20 or less said amount will be forfeited by Affiliate.

3.8 Commissions are payable in U.S. Dollars or Euro. 

3.9 Any and all chargebacks will be debited from the affiliate’s account balance.

3.10 We actively monitors traffic, clicks, click-throughs, sales, registrations, impressions, leads, payouts and other program-related activities for potential fraud (Activities). If we suspects that your account has been used in a fraudulent manner, your account will be deactivated effective immediately and with no notice to you pending further investigation. If you add Activities, or inflate Activities through the use of fraudulent means of traffic generation, as determined solely by us, you will forfeit all of the pending payouts, and your Affiliate account will be terminated effective immediately. CLICKID reserves sole judgment in determining fraud and you agree to be bound by any and all such determinations. It is your obligation to prove to us that you have NOT engaged in fraud. CLICKID will hold your payout-related payments in ‘Pending Status’ until you have provided satisfactory evidence that you have not engaged in fraud. If you are unable to provide us with such evidence within seven (7) days of your payouts being placed in “Pending Status,” then we reserve the right to terminate your Affiliate account and cancel payment, at our sole discretion and without any further obligations to you. If payouts have been previously issued, and we deem these payments have derived from fraudulent activities, we will avail ourselves of all means necessary to recuperate said funds as well as expenses incurred to take such action, including but not limited to attorneys fees.

3.11 Any leads and or traffic resulting from incorrect targeting and/or targeting towards incorrect device types will not be paid to the Affiliate.

3.12 Any fees incurred due to inaccurate information provided to CLICKID will be the responsibility of the affiliate. 

3.13 If you refer another person or entity that becomes a new affiliate for us, we shall pay you 5% of revenue generated by your Referred Affiliate (“RA”). We shall determine what revenue qualifies for the share in our sole and reasonable discretion and may adjust the revenue for any reason, including, without limitation, amounts not collected, amounts setoff, charged back, or canceled by its customers, adjustments for discrepancies between tracking systems, and reserves for anticipated adjustments. You will only earn revenue for a new RA once they have been accepted into our network (and we may accept or deny in our sole and absolute discretion) and once they sign an agreement reasonably similar to this Agreement. In order to receive your commission from your RA’s revenue you must keep an active affiliate relationship with us, should you be inactive within our network for more than 90 days (i.e. not login) you will forfeit any and all commissions generated by your RA’s revenues. We reserve the right to discontinue our relationship with any affiliate at any time in our sole and absolute discretion and your revenue share of the AR shall stop upon termination of that RA’s relationship with us. We may terminate this referral program at any time, without notice to you, and without any liability, whatsoever, including liability to pay revenue shares that have not completed the term. Termination of this referral program does not affect other obligations in this Agreement.

3. REPRESENTATIONS AND WARRANTIES

By signing up, registering or otherwise enrolling as an ‘affiliate’ on Website you represent and warrant to CLICKID that: (a) you possess the legal right and ability to enter into this Agreement; (b) all information submitted by you to the Site is true and accurate complete without omissions of necessary information, current and kept up to date; (c) you will be responsible for all use of your username and password even if such use was conducted without your authority or permission; (d) you are at least 18 years old and the age of majority and legal consent in the jurisdiction in which you live or reside, and (e) you will not use the Site for any purpose that is unlawful or prohibited by this Agreement (f) you are NOT operating from a country, state, province or territory in which the distribution and/or sale of adult material is forbidden. 

5. INTELLECTUAL PROPERTY RIGHTS AND RESTRICTIONS  

5.1 CLICKID or its licensors own all rights, titles and interests in the Intellectual Property Rights connected to Website and CLICKID’s services. 

5.2 The Advertiser or its licensor(s), own all rights, titles and interests in the Intellectual Property Rights in and connected to (any content of) the Campaign and the Ads.

5.3 During the term of the Agreement, or applicable Campaign (as the case may be), CLICKID hereby grants the Affiliate with a non-exclusive, non-transferable and non-sub licensable right to copy, disclose, transfer or otherwise use (the Content of) the Campaign and Ads and related Intellectual Property Rights for the sole purpose of providing the Services.

5.4 Nothing in these Terms or the Agreement is intended to include the transfer of any Intellectual Property Rights owned by CLICKID, Advertiser, or their respective licensors, to the Affiliate.

5.5 Affiliates who are duly authorized may access CLICKID for individual use, i.e., may use, as intended, banners and marketing material available on CLICKID. You may not and may not permit others to: reproduce, publish, distribute, sell, or otherwise access or use any material retrieved from or contained in or on this Site in any manner whatsoever that may infringe any copyright or proprietary interest of CLICKID; distribute the information contained in and on our Sites to other users not duly authorized to access the Site; distribute, rent, sublicense, lease, transfer or assign the information or this Agreement; decompile, disassemble, or otherwise reverse-engineer our Sites or information contained in or on same or any software contained therein, or alter, translate, modify, or adapt it to create derivative works. Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law.

5.6 It is strictly prohibited to promote any CLICKID offers through spam, content locking and other deceitful tactics. This includes, but is not restricted to spam (via email, forums, comments and instant messenger), blind leading, direct-to-form promotion, link code hack and unauthorized landing page alteration. If you are not sure if your promotional tactics go against our TOS, please speak to your affiliate manager.

5.7 Furthermore, you hereby agree:

1. to refrain from purchasing, bidding on, or otherwise obtaining or using keywords incorporating or otherwise based upon the our brands on search engines (e.g., google.com, yahoo.com and bing.com);
2. to refrain from purchasing, bidding on, or otherwise obtaining any domain names or URL’s that incorporate or are confusingly similar to any of our trademarks, service marks, or URLs including, but not limited to words or URLs such as “CLICKID”, or any other related trademarks, service marks, or URLs as determined by us;
3. to not use or place our brands on or with any items that are injurious to end-users or their property, including but not limited to, items that could give rise to a claim for a breach of an express or implied warranty or product liability, or which is scandalous, libelous, obscene, an invasion of privacy or otherwise unlawful or tortious;
4. not infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity.

5.8 The Parties shall comply with the CAN-SPAM. Violation of the CAN-SPAM ACT may lead to civil and criminal penalties. In case of the infringement of the CAN-SPAM ACT the Agreement will be immediately terminated.

5.9 Both Parties do, and at all times during the term of this Agreement will, operate their business and websites – including without limitation the CLICKID’s website and the Affiliate’s websites in strict compliance: (i) with all laws and regulations applicable to their business to the highest legal and ethical standards; and (ii) with all of the rules and regulations issued from time to time by governments, legal entities, credit card organizations and others.

5.10 The Affiliate states that the websites he promotes does not contain any content which depicts or involves (i) child pornography, (ii) any photographs or performances of a sexual nature depicting persons who are less than eighteen (or twenty-one in places where eighteen is not the age of majority) at the time that they render their performances, (iii) use the terms “pre-teen”, “lolita”, “pedo” or “peda”, (iv) any matter that can be freely accessed and viewed by persons under the age of eighteen (or twenty-one in places where eighteen is not the age of majority) and which would constitute harmful matter or an indecent communication if accessed or viewed by such persons, (v) The Affiliate shall not target any person who is under the legal age, nor target any restricted jurisdictions where the products offered and the promotion thereof are illegal; or (v) any message or communication of any kind which is harmful, violent, threatening, abusive or hateful.

6. CONFIDENTIALITY

6.1 The Affiliate shall keep confidential all Confidential Information disclosed by or received from CLICKID, and the content of any communication with CLICKID or an Advertiser (as the case may be) in connection with the Terms. Confidential Information under this Terms is 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.

6.2 With respect to the Confidential Information, the Affiliate: (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.

6.3 The Affiliate 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.

6.4 Confidential Information shall not include information that is or has become publicly available through no fault of the Affiliate or that was or has been rightfully and independently developed or obtained by the Affiliate free from any duty of confidentiality.

7. AFFILIATE E-MAIL CODE OF CONDUCT

7.1 Affiliate E-mails may only be delivered to permission based e-mail addresses which have been/shall be obtained/maintained in conformity with all applicable laws, rules and regulations. Affiliates must possess the consent of the recipient in order to send commercial email. “Consent” shall mean affirmative consent or consent granted through a posted privacy policy on the collection URL notifying the recipient of the use of his/her e-mail address for commercial marketing and the recipient has not withdrawn permission to send commercial e-mail marketing.

7.2 Affiliate shall maintain records evidencing such consent for not less than three (3) years from the last date such consent was relied upon, including: (a) the recipient’s opt-in date/time; (b) the registration source; (c) the recipient’s first and last name; (d) the recipient’s mailing address (if collected); (e) the recipient’s e-mail address; (f) the posted privacy policy of the source website at the time recipient’s data was collected (if collected); (g) the recipient’s IP address; and (h) any other information collected. Any and all Affiliate E-mails, e-mail based Creatives transmitted, as well as any and all e-mail addresses supplied by Affiliate: (a) shall comply with all applicable international, federal and state laws including, but not limited to, the CAN-SPAM Act of 2003, as amended (“CAN-SPAM”) and any other relevant regulations; (b) must not infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity; (c) must not result in any consumer fraud, product liability or breach of contract to which Affiliate is a party or cause injury to any third party; (d) must have accurate e-mail header information (including source, destination, date and time, and routing information) and accurate, non-misleading subject lines and from lines; (e) must comply with relevant legislation. 

7.3 Without limiting the foregoing, emails must not use a generic From line or a domain name that is privacy protected, unregistered, falsely registered, or which does not enable a recipient to contact the sender by performing a WHOIS look-up. Affiliate shall cause a valid physical postal address for Affiliate and/or the applicable Advertiser, as required by applicable law, to appear in each e-mail creatives, along with a functioning unsubscribe link (such unsubscribe link must remain active for at least thirty (30) days after e-mail delivery). CLICKID reserves the right to add such address(es) should Affiliate fail to include same, but CLICKID is in no way responsible for including such address(es) where Affiliate fails to do so. All Affiliate E-mails sent under the Agreement shall be delivered to addresses on e-mail lists owned or managed solely by Affiliate (“Affiliate E-mail Lists”). Brokering third-party deals to deliver Creatives without disclosing such to CLICKID is strictly prohibited and grounds for immediate termination, as well as other legal remedies. Affiliate is required  and agrees to maintain at all times during the term of the Agreement, and for a period of at least three (3) years thereafter, complete and accurate subscriber sign-up/registration data for every subscriber to Affiliate’s Email List(s). 

7.4 Affiliate agrees that, within twenty-four (24) hours of CLICKID’s request, it shall provide, at a minimum, the following subscriber sign-up/registration data for any e-mail address that Affiliate sends an Affiliate E-mail to: (a) the subscriber’s opt-in date/time; (b) the subscription source; (c) the subscriber’s first and last name; (d) the subscriber’s mailing address (if collected); (e) the subscriber’s e-mail address used to sign-up/register for Affiliate’s Email List; (f) the posted privacy policy of the source website at the time subscriber’s data was collected (if collected); (g) the subscriber’s IP address; and (h) any other information collected.

8. CONSENT TO ELECTRONIC NOTICES AND OTHER COMMUNICATIONS

You agree that all of your transactions relating to the Site may, at our option, be conducted electronically, including any that we are otherwise required to provide in “writing”. For example, we may send you notices via postings on the Site or via email to any email address that you provide to us during registration as a Site member. If you do not wish to deal with us electronically, you should not use the Site or enter into this Agreement. Notice will be deemed given 24 hours after the email is sent, unless (for email) we are notified that the email address is invalid. Alternatively, we may give you notice by mail to the address provided during registration. You agree to receiving offers and promotions from us and our partners by e-mails. 

9. LIMITATION OF DAMAGES

CLICKID, AND OUR ENTITIES, THEIR PARENT COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DESIGNEES CONTRACTORS, PARTNERS, SUBSIDIARIES, SUCCESSORS AND ASSIGNS SHALL IN NO EVENT BE LIABLE FOR EXEMPLARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF DATA ARISING IN CONNECTION WITH THIS AGREEMENT EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, CLICKID AND OUR ENTITIES, THEIR PARENT COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DESIGNEES CONTRACTORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNT PAID TO YOU DURING THE PAST SIX (6) MONTHS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS WHETHER BASED UPON BREACH OF CONTRACT, NEGLIGENCE, TORT, ERRORS AND OMISSIONS, COPYRIGHT, TRADEMARK, PATENT, OR ANY OTHER CLAIM OR CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT. 

10. INDEMNITY

You agree to indemnify and hold us harmless, and pay our attorney’s fees and costs, if we become liable for or incur any damages in connection with your breach of this Agreement. You may not settle any dispute without our prior consent, which may only be given in a non-electronic writing signed by an authorized representative of CLICKID.

11. APPLICABLE LAW AND DISPUTES

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 Affiliate, the dispute shall in first instance be exclusively decided by the competent court in London, the United Kingdom.

12. AMENDMENTS AND AVAILABILITY OF INFORMATION

12.1 CLICKID may change the provisions of this Agreement. When CLICKID changes the terms of this Agreement, CLICKID will notify you by email or by online postings on this Site. The changes will also appear in this document, which you can access any time. You agree to be bound by the changes when you first subscribed to the site. If you do not agree to be bound by the changes, you should not use the Site again and you should cancel your account. Even if you have not clicked on the “I Agree” button or checked the “I agree” box when subscribing, if you use the Site after you have been notified of a change to this Agreement, you are agreeing to be bound by that change.

12.2 The Site contains database information and other content compiled by CLICKID. While we use commercially reasonable efforts to provide accurate information, CLICKID gives no warranty as to the accuracy of the database and other content on the Site. 

13. TERMINATION

13.1 CLICKID may terminate your subscription and/or access, or suspend access to all or part of the Site, without notice, for any conduct that CLICKID, in its sole discretion, believes is in violation of this Agreement, any applicable law, or any act which is harmful to the interests of another user, service providers, partners or CLICKID.

13.2 Either party may terminate this Agreement at any time, by giving the other party seven (7) days prior written notice of termination. Notice by e-mail is considered sufficient notice to terminate this Agreement.

13.3 Upon termination, any and all licenses provided to you under this Agreement shall immediately cease.  

14. FORCE MAJEURE 

Neither party shall be held responsible for delay or failure in performance hereunder caused by acts of God (or natural disasters), terrorism, strikes, embargoes, fires, war, or other causes beyond the affected party’s reasonable control.

15. MISCELLANEOUS

This Agreement (including all documents incorporated by reference) is the entire agreement between the parties for its subject matter and supersedes all prior and contemporaneous communications between the parties. No term of this Agreement may be waived unless it is by CLICKID in a signed (by an authorized representative of CLICKID), non-electronic writing express waiver. If any provision of this Agreement is held to be unenforceable under applicable law, such provision shall be excluded from this Agreement, and the balance of this Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its modified terms. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that no joint venture, partnership, employment or agency relationship exists between you and CLICKID or its affiliates as a result of this Agreement or your use of the Site.