Terms and Conditions
Affiliates
Last Updated on 25
th
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 10 by posting a notice
on ZAN. Continued use of ZAN constitutes acceptance of any such changes.
BACKGROUND
(A) The Company is registered in British Anguilla with company number 2313001 and with a
registered office at 25 Mason Complex, Stoney Ground, P.O. Box 193, The Valley, British
Anguilla.
(B) The Company owns and operates ZAN.
(C) ZAN is a self-serve advertising and revenue sharing platform and has been designed by the
Company to arrange for the placement of advertisements by the User on to ZAN as
outlined in clause 2 and to allow the User to share in a part of the revenue generated by
ZAN as outlined in clause 3 (the “Platform”).
AGREED TERMS
1. INTERPRETATION
The following definitions shall apply in these Terms:
AdPack: an online pack which (subject to these Terms) entitles a User to display an
Advertisement in the Business Directory and potentially share in a portion of the revenues
generated by ZAN;
AdPack Plan: a specific level of AdPack as outlined in the table at clause 3.3;
Advertisement: an advertisement which complies with these Terms;
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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;
Business Directory: the business directory webpage of ZAN;
Clicks: the amount of cursor clicks on an Advertisement recorded by the Company;
Cookies: small 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;
Credits: credits purchased with an AdPack (9 of which entitle the User to one Click from a
third party on the relevant Advertisement);
Daily Minimum Clicks: a minimum of 10 Clicks on 10 third party advertisements in the
Business Directory during every 24 hour period;
Existing User: an existing Platform user;
Landing Page: the page to which an Advertisement redirects an Existing User;
Maximum Return: the maximum amount payable to the User in respect of an AdPack
(calculated by reference to the AdPack Plan in which the relevant AdPack was purchased as
outlined in the table at clause 3.3);
Maximum Withdrawal Amount: $300;
Minimum Withdrawal Amount: $7;
Monthly Fee: the monthly fee (if any) payable by the User in respect of each AdPack Plan
in which the User has purchased AdPacks as outlined in the table at clause 3.3;
Other Sites: has the meaning given to it clause 19.1;
PayToo: the online payment and mobile wallet service offered by PayToo;
PayToo Account: the PayToo account held by the User in relation to ZAN;
Pending Balance Account: the pending balance account of the User;
Publisher Platform: a platform offered by ZAN which enables the User to procure third
party advertisements to be placed on the User’s website;
Repurchase Balance Account: the repurchase balance account of the User;
Sponsor Link: a referral link allowing access to the Platform;
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URL: means uniform resource locator being the address of a web page;
User’s Accounts: the Pending Balance Account and the Repurchase Balance Account;
VAT: has the meaning given to it in clause 4.4;
ZAN Advertisers: third party advertisers using ZAN;
ZAN Platforms: the Platform, the Advertiser Platform and the Publisher Platform.
2. REGISTRATION AND THE BUSINESS DIRECTORY
2.1 The User agrees that it shall only be able to use the Platform in the event that it has:
2.1.1 clicked a Sponsor Link provided by a third party user of ZAN (meaning that the
relevant third party user becomes entitled to 10% of all fees paid to the Company
by the User); or
2.1.2 been provided with a Sponsor Link by ZAN.
2.2 The parties agree that (subject to compliance with clause 2.1) the User shall be entitled to
purchase AdPacks and once an AdPack has been purchased the User shall become entitled
to display an Advertisement in the Business Directory on the terms set out in this clause 2.
2.3 The parties agree that each Advertisement in the Business Directory shall be eligible to
receive a certain number of Clicks from Existing Users (calculated by reference to the
number of Credits received with the relevant AdPack) and the User acknowledges that:
2.3.1 in the event that such Clicks have been exhausted the Advertisement shall be
removed from the Business Directory; and
2.3.2 if the User holds less than 9 Credits the User shall not be entitled to one Click on
an Advertisement and the User shall be required to purchase another AdPack in
order to hold sufficient Credits to be entitled to receive Clicks on the relevant
Advertisement in the Business Directory.
2.4 The User acknowledges that an Advertisement shall be removed from the Business
Directory if the AdPack to which it relates does not remain active and in order for a User’s
AdPack to remain active the User must:
2.4.1 act strictly in accordance with these Terms;
2.4.2 effect the Daily Minimum Clicks on other third party advertisements in the
Business Directory (and, when doing so, the User must remain on each third party
advertisement for at least 10 seconds); and
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2.4.3 pay the relevant Monthly Fee to the Company (for each AdPack Plan in which the
User holds AdPacks), as outlined in the table at clause 3.3, which shall be
deducted from the User’s Accounts or the User’s Available to Withdraw Account
at the discretion of the Company.
2.5 The User agrees that if it:
2.5.1 does not comply with clause 2.4.2, all of the User’s AdPacks shall be inactive and
shall not be eligible to generate monies (payable to the User in accordance with
clause 3.2) until the User has complied with clause 2.4.2; or
2.5.2 has insufficient funds to pay a Monthly Fee in accordance with clause 2.4.3, then
the AdPacks in the AdPack Plan to which the unpaid Monthly Fee relates shall be
inactive and unable to generate monies (payable to the User in accordance with
clause 3.2) until the User has complied with clause 2.4.3.
3. REVENUE SHARING
3.1 The User acknowledges that each AdPack on ZAN generates revenue which may be payable
to the User’s Accounts for so long as the AdPack is active, and such revenue derives from
the following amounts being distributed between the AdPacks of Platform users:
3.1.1 80% of AdPack payments paid to the Company by Platform users; and
3.1.2 a portion (determinable by the Company) of the fees paid to the Company by
ZAN Advertisers,
but the User agrees that the amounts referred to above shall not necessarily be distributed
equally between AdPacks and that any sums distributed which are derived from monies
received by the Company pursuant to the purchase of AdPacks shall be distributed solely to
the AdPacks in the same AdPack Plan as the AdPack purchased.
3.2 The parties agree that:
3.2.1 subject to these Terms, any monies generated by the User’s AdPack(s) shall be
paid to the User’s Accounts in accordance with clause 5.1; but
3.2.2 the total amount of any such payments made to the User’s Accounts in respect of
an AdPack shall never exceed the Maximum Return of the relevant AdPack,
and, in any event, the User acknowledges and agrees that the total payments made by the
Company to the User’s Accounts in respect of an AdPack may never reach an amount equal
to the Maximum Return of such AdPack and may never result in the User making a profit.
3.3 The User acknowledges that it must purchase a minimum of 100 AdPacks (but no more
than 200) on each level of AdPack Plan before being eligible to purchase AdPacks on the
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next level of AdPack Plan (in ascending numerical order) and if the User has purchased
AdPacks on multiple levels of AdPack Plans and an AdPack from any of the User’s lower
level of AdPack Plan becomes inactive (so as to reduce the total number of AdPacks on the
lower AdPack Plan to less than 100 AdPacks) then the User shall be required to purchase
new AdPacks on such lower level of AdPack Plan, in such an amount which takes the total
number of AdPacks on such level to at least 100, in order to ensure that AdPacks on a
higher level of AdPack Plan can be purchased.
AdPack Plan Price
(USD)
Maximum Return Monthly Fee Credits
Purchased
1 $1 $1.20 Free 50
2 $3 $3.60 $3 150
3 $5 $6.25 $5 250
4 $7 $8.75 $7 350
5 $10 £13.00 $10 500
6 $15 $19.50 $15 750
7 $20 $27.00 $20 1000
8 $30 $40.50 $30 1500
9 $40 $56.00 $40 2000
10 $50 $75.00 $50 2500
4. PAYMENTS TO THE COMPANY AND TAX
4.1 The User acknowledges that the price payable for an AdPack is outlined in the table at
clause 3.3.
4.2 The parties agree that payment shall be made by debit or credit card (via PayToo) and the
User shall be required to make payment in respect of each AdPack purchase prior to such
AdPack becoming active.
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4.3 The User confirms that 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 clause 4.2.
4.4 The 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
to the Company 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.
5. PAYMENTS TO THE USER AND TAX
5.1 The parties agree that in the event that the User becomes entitled to any payment as
envisaged by clause 3.2.1, such payment shall be paid to the User as follows:
5.1.1 the Pending Balance Account of the User shall be credited with 30% of such
payment; and
5.1.2 the Repurchase Balance Account of the User shall be credited with the remaining
70% of such payment.
5.2 The User acknowledges that all monies 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 (unless such
funds have been used to purchase AdPacks).
5.3 Subject to clause 5.6, the User agrees that it shall be entitled to withdraw any funds which
may be in its Available to Withdraw Account to its PayToo Account solely upon the basis
that the total amount of monies to be withdrawn in each day is:
5.3.1 greater than or equal to the Minimum Withdrawal Amount; and
5.3.2 less than or equal to the Maximum 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.
5.4 The User agrees that all monies standing to the credit of the User in the Repurchase
Balance Account may only be spent on ZAN (including but not limited to for the purchase
of advertising space) and the User shall be able to spend such monies as soon as they
appear in the Repurchase Balance Account.
5.5 The User accepts sole responsibility for any and all appropriate taxes (including any VAT
where applicable) which may be charged in relation to any payment to the User under
these Terms or as may be charged in the User’s place of residence and the User hereby
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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.
5.6 The User acknowledges and agrees that any sums withdrawn to the User’s PayToo Account
in accordance with clause 5.3 may not reach the User’s PayToo Account for up to 14 days
from the date of the withdrawal.
6. USER CONDUCT
6.1 The User agrees that it will not post or upload Advertisements to ZAN which contain (or
contain links to) the following:
6.1.1 pornographic material or mature content including (but not limited to) animation
or artificially censored nudity;
6.1.2 material that offers illegal products or services;
6.1.3 material which incites violence or discrimination based upon characteristics
including (but not limited to) race, sexual orientation or disability;
6.1.4 material relating to the sale or procurement of fake documents;
6.1.5 unauthorised 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;
6.1.6 material relating to the sale of drugs or any related paraphernalia including (but
not limited to) cannabis, marijuana, pharmaceuticals;
6.1.7 material relating to the sale of illegal weapons;
6.1.8 material 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;
6.1.9 material which relates to pyramid or Ponzi schemes or other forms of "get rich
quick" scheme.
6.2 The User agrees that the Advertisement shall not:
6.2.1 exceed the character limits specified on ZAN;
6.2.2 contain text displayed entirely in capital letters;
6.2.3 redirect to a page in respect of which the content bears no resemblance to the
Advertisement.
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6.3 The User agrees that all Landing Pages shall adhere to the following:
6.3.1 the URL of the Landing Page must not take more than 5 seconds to load the
Landing Page;
6.3.2 the Landing Page must not be blank;
6.3.3 the URL of the Landing Page must not redirect to any download that is not user
initiated;
6.3.4 the Landing Page must not require a login;
6.3.5 the Landing Page must not use malware;
6.3.6 the Landing Page must not relate to any illegal online activities including (but not
limited to) phishing or spamming;
6.3.7 the Landing Page must not contain pop-up windows’ which may prevent a third
party user from exiting the Landing Page in the usual course;
6.3.8 any 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.
6.4 The User agrees that:
6.4.1 the Company shall retain an absolute discretion when determining the User’s
compliance with the provisions contained in clauses 6.1 to 6.3 (inclusive) and
clause 7.1;
6.4.2 should the Company deem the User to be in breach of any of its obligations
contained in clauses 6.1 to 6.3 (inclusive) or clause 7.1, 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 previously been due to the
User in accordance with these Terms or the repayment of any monies previously
paid to the Company; and
6.4.3 any 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.
7. USE OF ZAN
7.1 The User agrees that it will use ZAN for lawful purposes only and shall not:
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7.1.1 use ZAN in 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;
7.1.2 use ZAN in any way that is unlawful or fraudulent;
7.1.3 use ZAN to upload or distribute any material which does not accord with the
User’s obligations at clauses 6.1 to 6.3 (inclusive);
7.1.4 use ZAN to transmit, or procure the transmission of any unsolicited or
unauthorised advertising or promotional material or any other form of similar
solicitation;
7.1.5 use ZAN to 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;
7.1.6 grant referrals by offering or receiving any form of incentive other than that
which is expressly approved on ZAN.
7.2 The User acknowledges that:
7.2.1 the Company does not guarantee that ZAN, or any content on it, will always be
available or shall operate uninterrupted and the User acknowledges that the
Company may suspend, or withdraw all or any part of ZAN without notice;
7.2.2 the 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.
8. INDEMNITY
8.1 The 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:
8.1.1 the User's breach or negligent performance or non-performance of these Terms;
8.1.2 the enforcement of these Terms;
8.1.3 any 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.
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8.2 The User agrees that this indemnity shall apply whether or not the Company has been
negligent or at fault.
8.3 If 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
8.4 The 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.
9. LIMITATION OF LIABILITY
9.1 The 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:
9.1.1 loss of profits;
9.1.2 loss of sales or business;
9.1.3 loss of agreements or contracts;
9.1.4 loss of anticipated savings;
9.1.5 loss of or damage to goodwill;
9.1.6 loss of use or corruption of software, data or information;
9.1.7 any indirect or consequential loss,
arising under or in connection with these Terms.
9.2 The 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 4.
9.3 The Company offers the User no representation or warranty and shall not retain any
liability in respect of:
9.3.1 whether or not the User will ever become entitled to any form of monetary
payment or return;
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9.3.2 whether or not Advertisements displayed in the Business Directory will ever
achieve the amount of Clicks attributable to the Credits purchased by the User;
9.3.3 the commercial merits of using the Platform;
9.3.4 the commercial merits of purchasing AdPacks in accordance with these Terms;
9.3.5 whether or not any websites to which the User is redirected via ZAN may be in
breach of any applicable local, national or international law or regulation;
9.3.6 whether or not any websites to which the User is redirected via ZAN may be
unlawful or engage in fraudulent practices in any respect.
9.4 In relation to these Terms the User acknowledges that:
9.4.1 any payments made to the User in the past do not constitute a guarantee or
indication of any potential future revenue which may be earned by the User;
9.4.2 ZAN is a self-serve advertising and revenue share platform and is neither
intended nor designed to act, in any manner, as an investment platform;
9.4.3 by registering with ZAN and using the Platform, the User does not make an
investment of any kind; and
9.4.4 the Company does not make any representation or give any assurance to the
User that by using ZAN or purchasing AdPacks the User shall profit or benefit in
any manner.
9.5 Nothing in these Terms excludes or limits the Company’s liability for death or personal
injury arising from the Company’s negligence, fraud or fraudulent misrepresentation, or
any other liability that cannot be excluded or limited by English law.
10. THE COMPANY’S RIGHT TO VARY THESE TERMS
10.1 The 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.
10.2 The User acknowledges that every time the User uses the Platform, the Terms in force at
the time of such use shall apply as between the User and the Company.
11. INDIVIDUAL USER
11.1 If the User is an individual, such User warrants and confirms to the Company that:
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11.1.1 when 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
11.1.2 the User is at least 18 years old.
12. BUSINESS USER
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 to bind the User.
13. 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.
14. REFUND POLICY
The User acknowledges that all sums paid by the User to the Company in accordance with
these Terms are non-refundable.
15. ENTIRE AGREEMENT
15.1 The 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.
15.2 Each 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.
15.3 The 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.
15.4 Nothing in this clause shall limit or exclude any liability for fraud.
16. APPLICATION OF THESE TERMS
The parties agree that in the event that the User registers for use of the Advertiser
Platform and/or the Publisher Platform, the User shall be required to agree to a separate
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and distinct set of terms which shall govern the User’s use of either the Advertiser 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.
17. SEVERANCE
17.1 If 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.
17.2 If 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.
18. ASSIGNMENT AND THIRD PARTY RIGHTS
18.1 The 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.
18.2 The 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.
18.3 Subject to clauses 18.1 and 18.2 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.
19. USER CONSIDERATIONS
19.1 The 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:
19.1.1 may contain information or material that is illegal or that some people may find
inappropriate or offensive; and
19.1.2 are not under the control of the Company and are not necessarily monitored or
reviewed by the Company,
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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.
19.2 The 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.
19.3 In accepting these Terms, the User consents to ZAN’s use of Cookies.
20. GOVERNING LAW AND JURISDICTION
20.1 These 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.
20.2 The 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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