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 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 8 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 enable the User to procure third party advertisements (“Advertisements”) to be placed on the User’s website as outlined below (the “Platform”).
The following definitions shall apply in these Terms:
Advertiser Platform: a platform offered by ZAN which allows the placement of advertisements by the User;
Available to Withdraw Account: the available to withdraw account of the User;
Category: the category of the User’s 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;
Code: source code comprising a collection of computer instructions in text form;
Impressions: the amount of times an Advertisement is viewed on a User’s website by Third Parties as recorded by the Company;
Minimum Withdrawal Amount: $7;
Other Sites: has the meaning given to it clause 16.1;
PayToo: the online payment and mobile wallet service offered by PayToo;
PayToo Account: the PayToo account held by the User on ZAN;
Pending Balance Account: the pending balance account of the User;
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;
Specific Code: has the meaning given to it in clause 2.2.2;
Third Parties: third party users of the User’s website;
User Payment: up to 70% of the pro rata amount paid by the owner of the Advertisement for the relevant Click or Impression subject to a deduction in respect of costs and expenses incurred by the Company (in such an amount deemed appropriate by the Company and determinable at the Company’s sole discretion);
VAT: has the meaning given to it in clause 3.3;
ZAN Platforms: means the Platform, the Advertiser Platform and the Revenue Share Platform;
Zone: the space on the User’s website in which Advertisements shall be displayed.
2.1Subject to these Terms, the Company shall enable the User to procure Advertisements for placement upon the User’s website.
2.2The User agrees that the User’s website details shall be retained by ZAN and:
2.2.1the User shall be required to select a Category and Size of Advertisement; and
2.2.2the Company shall provide the User with a specific piece of Code in accordance with the User’s selections at clause 2.2.1 (the “Specific Code”) to be integrated (by the User) into the User’s website.
2.3The User agrees that once the Specific Code has been integrated into the User’s website, such website shall display an Advertisement and the User may be eligible to receive payment in the event that the Advertisement receives Clicks or Impressions as purchased by the owner of the Advertisement (in accordance with clause 3).
2.4The Company shall endeavour to (but offers no guarantee that it shall) review the User’s website within 30 days of the first Click or Impression on the Advertisement which is displayed on the User’s website and, pursuant to this, the User acknowledges that the Company reserves the right in its absolute discretion to terminate these Terms immediately without remuneration to the User if it considers at any time that the User’s website and/or the User is in breach of these Terms.
3.1Subject to complying with these Terms, the User agrees that in the event that an Advertisement on the User’s website generates a Click or Impression, 7 days after the relevant Click or Impression has been recorded, the Company shall credit the Pending Balance Account of the User with a User Payment.
3.2The User acknowledges that:
3.2.1all User Payments held by the User in the Pending Balance Account must be held in such account for at least 28 days from the date of receipt after which time the funds shall be transferred to the User’s Available to Withdraw Account; and
3.2.2subject to clause 3.4, the User shall be entitled to withdraw any funds which may be in the User's Available to Withdraw Account to the User’s PayToo Account provided that the total amount of monies to be withdrawn in each day is greater than or equal to the Minimum Withdrawal Amount and provided always that the residual amount to be left in the Available to Withdraw Account is not less than the Minimum Withdrawal Amount.
3.3The 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 by the Company shall be deemed to be inclusive of any tax which may be payable.
3.4The User acknowledges and agrees that any sums withdrawn to the User’s PayToo Account in accordance with clause 3.2.2 may not reach the User’s PayToo Account for up to 14 days from the date of the withdrawal.
4.1The User agrees that the website upon which Advertisements are to be placed shall not contain (or contain links to) any of the following:
4.1.1pornographic material or mature content including (but not limited to) animation or artificially censored nudity;
4.1.2material that offers illegal products or services;
4.1.3material which incites violence or discrimination based upon characteristics including (but not limited to) race, sexual orientation or disability;
4.1.4material relating to the sale or procurement of fake documents;
4.1.5unauthorised 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;
4.1.6material relating to the sale of drugs or any related paraphernalia including (but not limited to) cannabis, marijuana, pharmaceuticals;
4.1.7material relating to the sale of illegal weapons;
4.1.8material 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;
4.1.9material which relates to pyramid or Ponzi schemes or other forms of "get rich quick" scheme.
4.2The User agrees that it shall not:
4.2.1place the same Zone multiple times on one website page;
4.2.2place multiple Zones at the footer of the website page;
4.2.3pay, incentivise or encourage Third Parties to view or click on Advertisements;
4.2.4direct Third Parties to Advertisements using ‘arrows’ or other such graphics;
4.2.5place misleading labels above Advertisements;
4.2.6make use of any strategy or programme which artificially generates Clicks or Impressions on an Advertisement;
4.2.7cover or obscure the ZAN logo shown in the lower right corner of Advertisements;
4.2.8place an Advertisement on any website which is or may be in breach of any licence or right to use any trademark, patent, design right or copyright of any third party.
4.3The User agrees that:
4.3.1the Company shall retain an absolute discretion in determining the User’s compliance with the provisions contained in clauses 4.1, 4.2 and 5.1;
4.3.2should the Company deem the User to be in breach of any of its obligations contained in clauses 4.1, 4.2 or 5.1, 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 the User shall not be entitled to payment of any monies which may have been previously due to the User under these Terms; and
4.3.3any 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.
5.Use of ZAN
5.1.1in 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;
5.1.2in any way that is unlawful or fraudulent;
5.1.3to upload or distribute any material which does not accord with the User’s obligations at clauses 4.1 and 4.2;
5.1.4to transmit, or procure the transmission of any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation;
5.1.5to 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.
5.2The User acknowledges that:
5.2.1the 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;
5.2.2the User shall be responsible for ensuring that all persons who access ZAN through the User’s internet connection are aware of, and comply with, these Terms.
6.1The 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:
6.1.1the User's breach or negligent performance or non-performance of these Terms;
6.1.2the enforcement of these Terms;
6.1.3any 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.
6.2The User agrees that this indemnity shall apply whether or not the Company has been negligent or at fault.
6.3If 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.
6.4The 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.
7.limitation of liability
7.1The 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:
7.1.1loss of profits;
7.1.2loss of sales or business;
7.1.3loss of agreements or contracts;
7.1.4loss of anticipated savings;
7.1.5loss of or damage to goodwill;
7.1.6loss of use or corruption of software, data or information;
7.1.7any indirect or consequential loss,
arising under or in connection with these Terms.
7.2The Company offers the User no representation or warranty and shall retain no liability in respect of:
7.2.1the legality of the content of any Advertisement which may be displayed on the User’s website;
7.2.2whether or not any Advertisement posted on the User’s website may be in breach of any applicable local, national or international law or regulation;
7.2.3whether or not any Advertisement posted on the User’s website may be unlawful or fraudulent in any respect;
7.2.4whether or not any Advertisement posted on the User’s website may be in breach of any licence or right to use any trademark, patent, design right or copyright held by any third party.
7.3In relation to these Terms, the User acknowledges that:
7.3.1ZAN is a self-serve advertising platform and is neither intended nor designed to act, in any manner, as an investment platform;
7.3.2by registering with ZAN and using the Platform the User does not make an investment of any kind; and
7.3.3the 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.
7.4Nothing 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.
8.1The 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.
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 registration with ZAN has the authority to act on behalf of the User and bind the User.
11.intellectual property and copyright
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.
12.1The 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.
12.2Each 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.
12.3The 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.
12.4Nothing in this clause shall limit or exclude any liability for fraud.
13.APPLICATION OF THESE TERMS
The parties agree that in the event that the User registers for use of the Advertiser Platform and/or the Revenue Share 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 Advertiser Platform and/or the Revenue Share 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.
14.1If 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.
14.2If any provision or part-provision of these Terms 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.
15.assignment and third party rights
15.1The 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.
15.2The 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.
15.3Subject to clauses 15.1 and 15.2 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.
16.1The 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:
16.1.1may contain information or material that is illegal or that some people may find inappropriate or offensive; and
16.1.2are 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.
16.2The 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.
17.Governing law and jurisdiction
17.1These 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.
17.2The User’s registration with 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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