Last Updated on 24th may 2016
Please read the following terms and conditions (“Terms”) carefully and make sure that you understand them before registering for use of www.zukuladnetwork.com (“ZAN”). Prior to registering for use of ZAN you will be asked if you agree to these Terms by clicking “I agree”. If you do not accept these Terms, you will not be able to register. If you click “I agree”, a contract shall come into existence between you (the “User”) and Matrix Systems Ltd (the “Company”) on the terms set out herein.
The Company may amend these Terms from time to time as set out in clause 9 by posting a notice on ZAN. Continued use of ZAN constitutes acceptance of any such changes.
(B)The Company owns and operates ZAN.
(C)ZAN is a self-serve advertising platform and has been designed by the Company to arrange for the placement of Advertisements (as defined in clause 1) by the User in accordance with these Terms (the “Platform”).
The following definitions shall apply in these Terms:
AdPacks: online adpacks which may be purchased by the User after registering for the Revenue Share Platform;
Advertisement: an advertisement relating to the User’s business (or one of the User’s businesses) which complies with these Terms;
Available to Withdraw Account: the available to withdraw account of the User on ZAN;
Category: a category of website classified by reference to the content featured on such website;
Clicks: the amount of cursor clicks executed by third parties on an Advertisement as recorded by the Company;
Cookies: files that a site or its service provider transfers to a computer hard drive through the web browser that enables the site or service provider system to recognise the User’s browser and capture and remember certain information;
Impressions: the amount of times an Advertisement is viewed by third parties as recorded by the Company;
Internal ZAN Page: a webpage on ZAN available to be viewed once the User (or a third party user) has logged in;
Landing Page: the page to which an Advertisement redirects a third party;
Location: a location in which the Advertisement shall be placed and selected by the User by reference to:
b)a specific list of Network Websites; or
c)a ZAN Location;
Network Websites: specific websites on which an Advertisement may be displayed;
Notice: notice by email to the Refund Account clearly stating that the User requests a refund of monies paid to the Company;
Order: the User’s order for the Advertisement, details of which shall be provided to the User prior to the User being required to make payment in accordance with clause 3;
Other Sites: has the meaning given to it in clause 17.1;
PayToo: the online payment service offered by PayToo;
Publisher Platform: a platform offered by ZAN which enables the User to procure third party advertisements to be placed on the User’s website;
Refund: an amount equal to the proportionate amount of monies paid by the User to the Company attributable to Clicks or Impressions which (as at the date of the Company making payment of the refund in accordance with clause 4.3) have not been recorded by the Company on the relevant Advertisement;
Refund Account: email@example.com;
Revenue Share Platform: a platform offered by ZAN which allows the User to potentially share in part of the revenue generated by ZAN;
Size: 468x60 pixels or such other size of Advertisement as specified on ZAN from time to time;
URL: means uniform resource locator being the address of a web page;
User’s Payment Card: the credit or debit card used by the User to make payment in accordance with clause 3.2;
VAT: has the meaning given to it in clause 3.4;
ZAN Home Page: the main web page on ZAN;
ZAN Location: a location for an Advertisement including (but not limited to):
a)on the ZAN Home Page;
b)on an Internal ZAN Page;
c)on the ZAN Login Page;
d)within an email distributed by ZAN;
e)on websites developed by the Company from time to time.
ZAN Login Page: the web page displayed immediately to the User (or a third party user) upon login;
ZAN Platforms: the Platform, the Revenue Share Platform and the Publisher Platform.
2.1Subject to these Terms, the Company shall arrange for the User to place Advertisements in accordance with this clause 2.
2.2The User agrees that prior to the placement of an Advertisement in accordance with clause 2.3, the User must:
2.2.1select the Location of the Advertisement;
2.2.2select the Size of the Advertisement;
2.2.3select the number of Clicks or Impressions required for the Advertisement; and
2.2.4upload the relevant Advertisement to ZAN.
2.3Subject to payment being made in accordance with clause 3 and subject to clause 2.4, the User acknowledges that the Advertisement shall be displayed in accordance with the User’s choices at clauses 2.2.1 to 2.2.3 (inclusive).
2.4The User acknowledges that the Company is unable to guarantee that the Advertisement shall be displayed in the Location selected by the User pursuant to clause 2.2.1 and the parties agree that the Company shall retain a sole discretion with regard to where the Advertisement is placed.
3.1The User acknowledges that the price payable to the Company in respect of each Advertisement shall be the price as set out in the Order.
3.2The parties agree that payment shall be made by debit or credit card (via PayToo) and the User acknowledges that it shall be required to make payment in respect of each Advertisement prior to the Company arranging the placement of such Advertisement in accordance with clause 2.3.
3.3The User confirms that when making payment in accordance with clause 3.2 it shall act in accordance with any terms and conditions of use which may be imposed by PayToo provided that such terms are made available for the review of the User prior to the User making any payment in accordance with this clause 3.
3.4The User accepts sole responsibility for any and all appropriate taxes (including any value added tax (“VAT”) where applicable) which may be charged in relation to any payment due under these Terms or as may be charged in the User’s place of residence and the User hereby agrees to indemnify the Company in respect of any such liability and, for the avoidance of doubt, all payments made to the Company shall be deemed to be exclusive of any tax which may be payable.
4.1The User may be entitled to a Refund solely in respect of any monies paid to the Company in accordance with these Terms and the User acknowledges and agrees that it shall not be entitled to a refund of any sums paid to the Company relating to the purchase of AdPacks (or relating to the Revenue Share Platform in any respect).
4.2In order to be eligible for a Refund, the User agrees that it must send Notice to the Refund Account within 7 days of making payment to the Company in accordance with clause 3.
4.3Provided that the Company receives Notice in accordance with clause 4.2, the Company shall issue a Refund (within 14 days of receiving Notice) to:
4.3.1the User’s Payment Card (in the event that the User has not registered for use of the Revenue Share Platform); or
4.3.2the User’s Available to Withdraw Account (in the event that the User has registered for use of the Revenue Share Platform).
4.4The User acknowledges that a refund shall not be given to the User in respect of the proportionate amount of the monies paid by the User attributable to Clicks or Impressions which have already been recorded by the Company on the relevant Advertisement.
4.5If the User breaches any of these Terms, it agrees that notwithstanding anything contained to the contrary in these Terms, it shall not have any right to seek or be paid a refund by the Company.
5.1The User agrees that it will not post or upload Advertisements to ZAN which contain (or contain links to) the following:
5.1.1pornographic material or mature content including (but not limited to) animation or artificially censored nudity;
5.1.2material that offers illegal products or services;
5.1.3material which incites violence or discrimination based upon characteristics including (but not limited to) race, sexual orientation or disability;
5.1.4material relating to the sale or procurement of fake documents;
5.1.5unauthorised use of third party trademarks that either creates a likelihood of confusion that consumers may believe the products or services originated from the trademark owner, or is likely to dilute the value of a known trademark;
5.1.6material relating to the sale of drugs or any related paraphernalia including (but not limited to) cannabis, marijuana and pharmaceuticals;
5.1.7material relating to the sale of illegal weapons;
5.1.8material which hosts or provides links to copyrighted audio files, video streams, clips or any sound file that the User does not have the legal right to use;
5.1.9material which relates to pyramid or Ponzi schemes or other forms of "get rich quick" scheme.
5.2The User agrees that the Advertisement shall not:
5.2.1exceed the character limits specified on ZAN;
5.2.2contain text displayed entirely in capital letters;
5.2.3redirect to a Landing Page in respect of which the content bears no resemblance to the Advertisement.
5.3The User agrees that all Landing Pages shall adhere to the following:
5.3.1the URL of the Landing Page must not take more than 5 seconds to load the Landing Page;
5.3.2the Landing Page must not be blank;
5.3.3the URL of the Landing Page must not redirect to any download that is not initiated by the relevant third party;
5.3.4the Landing Page must not require a login;
5.3.5the Landing Page must not use malware;
5.3.6the Landing Page must not relate to any illegal online activities including (but not limited to) phishing or spamming;
5.3.7the Landing Page must not contain ‘pop-up windows’ which may prevent a third party from exiting the Landing Page in the usual course;
5.3.8any requirements to redeem a free offer must be within one link of the Landing Page and the redemption requirements must be contained within a single page.
5.4The User agrees that:
5.4.1the Company shall retain an absolute discretion in determining the User’s compliance with the provisions contained in clauses 5.1 to 5.3 (inclusive) and clause 6.1;
5.4.2should the Company deem the User to be in breach of any of its obligations contained in clauses 5.1 to 5.3 (inclusive) or clause 6.1, without affecting any other right or remedy available to it, the Company may terminate these Terms and the User’s ZAN account with immediate effect and notwithstanding any other provision in these Terms the User shall not be entitled to any refund in respect of any payments made to the Company; and
5.4.3any failure or delay by the Company to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
6.Use of ZAN
6.1The User agrees that it will use ZAN for lawful purposes only and shall not use ZAN:
6.1.1in any way that breaches any applicable local, national or international law or regulation and the User shall be solely responsible for making itself aware of any such laws or regulations;
6.1.2in any way that is unlawful or fraudulent;
6.1.3to upload or distribute any material which does not accord with the User’s obligations at clauses 5.1 to 5.3 (inclusive);
6.1.4to transmit, or procure the transmission of any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation;
6.1.5to knowingly transmit any data or upload any material which contains harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
6.2The User acknowledges that:
6.2.1the Company does not guarantee that ZAN, or any content on it, will always be available or shall operate uninterrupted and that the Company may suspend, or withdraw all or any part of ZAN without notice; and
7.1The User agrees to indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with:
7.1.1the User's breach or negligent performance or non-performance of these Terms;
7.1.2the enforcement of these Terms;
7.1.3any claim made against the Company in connection with these Terms including (but not limited to) claims for defamation or actual or alleged infringement of a third party's intellectual property rights.
7.2The User agrees that this indemnity shall apply whether or not the Company has been negligent or at fault.
7.3If any third party makes a claim, or notifies an intention to make a claim, against the Company which may reasonably be considered likely to give rise to a liability under this indemnity, the User hereby gives to the Company the sole authority to avoid, dispute, compromise or defend the claim
7.4The User agrees that if a payment due from the User under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Company shall be entitled to receive from the User such amounts as shall ensure that the net receipt, after tax, to the Company in respect of the payment is the same as it would have been were the payment not subject to tax.
8.Limitation of liability
8.1The User acknowledges that the Company shall under no circumstances whatever be liable to the User, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
8.1.1loss of profits;
8.1.2loss of sales or business;
8.1.3loss of agreements or contracts;
8.1.4loss of anticipated savings;
8.1.5loss of or damage to goodwill;
8.1.6loss of use or corruption of software, data or information;
8.1.7any indirect or consequential loss,
arising under or in connection with these Terms.
8.2The parties agree that the Company's total liability to the User in respect of all other losses arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of any monies paid by the User to the Company in accordance with clause 3.
8.3.1the legality of the content of any website upon which an Advertisement may be displayed;
8.3.2whether or not any website upon which an Advertisement is displayed may be in breach of any applicable local, national or international law or regulation;
8.3.3whether or not any website upon which an Advertisement is displayed may be unlawful or engage in fraudulent practices in any respect;
8.3.4whether or not any website upon which an Advertisement is displayed may be in breach of any licence or right to use any trademark, patent, design right or copyright held by any third party.
8.4In relation to these Terms the User acknowledges that:
8.4.1ZAN is a self-serve advertising platform and is neither intended nor designed to act, in any manner, as an investment platform;
8.4.2by registering with ZAN or paying for Advertisements to be placed, the User does not make an investment of any kind; and
8.4.3the Company does not make any representation or give any assurance to the User that by using ZAN the User shall profit or benefit in any manner.
8.5Nothing in these Terms excludes or limits the Company’s liability for death or personal injury arising from the Company’s negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
9.the company’s right to vary these Terms
9.1The User acknowledges that the Company reserves the right to amend these Terms from time to time at the Company’s sole discretion by notifying the User of the same on ZAN and any such changes apply immediately.
10.1.1when registering with ZAN and in using the Platform, they are not acting for purposes which are wholly or mainly outside the User’s trade, business, craft or profession; and
10.1.2the User is at least 18 years old.
If the User is a corporate entity, the User hereby warrants and confirms to the Company that the individual acting on its behalf in undertaking the purchase via ZAN has the authority to act on behalf of the User and to bind the User.
The User acknowledges that the Company is the owner or the licensee of all intellectual property rights in ZAN, and in the material published on ZAN and that nothing contained in these Terms shall be construed as conferring on the User by implication or otherwise any licence or right to use any intellectual property right of the Company or any other third party.
13.1The parties agree that these Terms constitute the entire agreement between the parties and such Terms supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, which relate to the subject matter of these Terms.
13.2Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
13.3The User agrees that it shall have no claim against the Company for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
13.4Nothing in this clause shall limit or exclude any liability for fraud.
14.Application of these terms
The parties agree that in the event that the User registers for use of the Revenue Share Platform and/or the Publisher Platform, the User shall be required to agree to a separate and distinct set of terms which shall govern the User’s use of either the Revenue Share Platform and/or the Publisher Platform (as applicable) and, for the avoidance of doubt, such terms shall not supersede these Terms and each set of terms to which the User has agreed (including these Terms) shall coexist and apply to the User’s use of the ZAN Platforms, as applicable.
15.1If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
15.2If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
16.assignment and third party rights
16.1The User agrees that the Company may transfer its rights and obligations under these Terms to another person or organisation, but this will not affect the User’s rights or the Company’s obligations under these Terms.
16.2The User acknowledges that it may only transfer its rights or obligations under these Terms to another person or organisation if the Company so agrees thereto in writing.
16.3Subject to clauses 16.1 and 16.2 these Terms are between the Company and the User. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
17.1The User acknowledges that it may be transferred to online merchants or other third party websites (“Other Sites”) through advertisements or links on ZAN and the User acknowledges that these Other Sites:
17.1.1may contain information or material that is illegal or that some people may find inappropriate or offensive; and
17.1.2are not under the control of the Company and are not necessarily monitored or reviewed by the Company,
and the User hereby agrees that the Company shall have no liability in relation to the Other Sites and the User’s use of them.
17.2The Company cannot guarantee the security of any information that the User transmits when using ZAN and the User agrees and confirms that it shall use ZAN at its own risk.
18.Governing law and jurisdiction
18.1These Terms and the User’s use of ZAN and any issues arising from it are governed by English law and subject to the exclusive jurisdiction of the English courts.
18.2The User’s use of ZAN constitutes acceptance of these Terms and if the User does not agree with the governing law and jurisdiction or these Terms, the User should not use ZAN under any circumstances.
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