TERMS AND CONDITIONS
The following terms and conditions (this "Agreement") is a legal agreement between Zen Tech Global ("Zen Affiliates"), and
PUBLISHER. PUBLISHER and Zen Affiliates may also be individually referred to herein as a "Party" and collectively
as "Parties." If there is any conflict between these Terms and Conditions and the Insertion Order(s), the
Insertion Order(s) shall control. 1. Service: PUBLISHER will display the Advertisement and perform lead generation
services described in the attached Insertion Order. "Advertisement" means the advertisement, including any
copy including questions and or text ads, graphic, sound, video, programming code and/or other content that
comprises the advertisement, as well as the websites to which an advertisement is linked if applicable. Zen
Affiliates hereby grants to PUBLISHER during the Contract Period a non-exclusive, royalty-free, worldwide
right and license by all means and in any media, whether now known or hereafter discovered, to use, reproduce,
distribute, publicly perform, publicly display and digitally perform such Advertisement and all its constituent
2. Qualified Lead Definition (Qualified Leads): Qualified Leads are prospects
who meet Zen Affiliates screening criteria as described in the Insertion Order and who provide their complete
contact data. PUBLISHER will be paid on a delivered per lead basis defined as when a user agrees through
a pre approved opt-in method to be contacted. In the case of any dispute between the parties as to the number
of Qualified Leads, Zen Affiliates numbers will control.
3. Lead Validation Procedure: Zen Affiliates
will verify each Qualified Lead delivered by the PUBLISHER. Upon receipt, all Qualified Leads will be checked
for data validity (i.e. containing valid data inputs for the fields specified in the Insertion Order) and
uniqueness of data (i.e. that the Qualified Leads are not present in Zen Affiliates database for the designated
Advertisement in the past 60 days). Zen Affiliates reserves the right to send an auto-responder to all respondents
re-confirming their request for information. Any objections from respondents (about the email, or the offer)
will be raised to the PUBLISHER.
4. Creative Changes: Editing of Zen Affiliates Creative is strictly
prohibited, without prior written approval from Zen Affiliates. Creative includes, but is not limited to,
text ads, graphic ads, from and subject line, any copy associated with the campaign including survey questions
and answers. Any changes to Creative, without prior written permission will result in the loss of payment
5. Compliance: Zen Affiliates will actively monitor PUBLISHER activity using a combination
of its proprietary software and third party monitoring services. It is the obligation of PUBLISHER to prove
to Zen Affiliates that they are not committing fraud. Zen Affiliates will hold PUBLISHER payment in Pending
Status until PUBLISHER has satisfactorily provided evidence that PUBLISHER is not defrauding the system.
Zen Affiliates flags accounts that: Have click-through rates that are much higher than industry averages
and where solid justification is not evident; Have only click programs generating clicks with no indication
by site traffic that it can sustain the clicks reported; Have shown fraudulent leads as determined by our
clients or Use fake redirects, automated software, and/or fraud to generate clicks or leads. If PUBLISHER
is unable to prove to Zen Affiliates that PUBLISHER is not committing fraud, PUBLISHER will forfeit its entire
commission for all programs and PUBLISHER account will be terminated. Zen Affiliates reserves sole judgment
in determining fraud.
6. Advertising Guidelines: PUBLISHER may, in its complete discretion, reject,
cancel or remove at any time any Advertisement from the service for any reason without prior notice to Zen
Affiliates. PUBLISHER must notify Zen Affiliates following the rejection, cancellation or removal of any
Advertisement from the service within 24 hours.
7. Term & Target Launch: Term will be one (1) month
from the target launch of the initial campaign as noted in the Insertion Order. Agreement may continue thereafter
by mutual consent but may be terminated by either party for any reason whatsoever. All legitimate moneys
due to PUBLISHER will be paid during the next billing cycle. If PUBLISHER defrauds the system, then payment
is revoked as determined solely by Zen Affiliates.
8. Payment: PUBLISHER will invoice Zen Affiliates
on a monthly basis at the payout rates reflected in the Insertion Order. The final results will be confirmed
by email as well, from Zen Tech Global accountancy, requesting PUBLISHER’s invoice. Only after receiving
the confirmation of the results and the request for the invoice, PUBLISHER is able to create the invoice
with the correct dates and send it to Zen Tech Global accounting, as instructed by email received. The minimum
payout accepted by accountancy of Zen Tech Global is one hundred euros (100€). The commission earned, which
is less the one hundred euros (100€) shall be paid out when the PUBLISHER has reached the minimum amount
accepted by accountancy for the payout. The invoice will reflect delivery of final Qualified Lead numbers
that are based upon numbers reported by Zen Affiliates to PUBLISHER pursuant to the terms of this Agreement.
9. Payment Term: Zen Affiliates shall make all payments to PUBLISHER according to the invoicing instructions
of Zen Tech Global accounting, which is 30 days of the Invoice Date. All payments made to PUBLISHER do not
include, and PUBLISHER shall pay, any sales, use or similar tax associated with such payment. Parties shall
keep, maintain and preserve, for the term of this Agreement and for one (1) year thereafter, accurate records
relating to amounts due hereunder (the Relevant Records). Either party shall have a right at least once per
calendar year to audit the Relevant Records of the other party for the purpose of verifying fulfillment of
parties payment obligations pursuant to this Agreement. Each audit will be conducted at a place agreed to
by the parties, during the normal business hours, with at least ten (10) business days prior written notice
to party to be audited. Auditing party shall pay the fees and expenses of the audit, unless the audit reveals
a payment discrepancy of more than ten percent (10%) of all payments due in any consecutive six (6) month
period, in which case audited party shall pay the reasonable fees and expenses of the audit, and shall immediately
pay to auditing party all amounts found to be due.
10. Zen Affiliates Representations and Warranties:
The execution, delivery, and performance of this Agreement by Zen Affiliates has been duly approved by its
board of directors or managing partners/members, and no further corporate action is necessary on the part
of Zen Affiliates to consummate the transactions contemplated by this Agreement.
11. PUBLISHER Representations
and Warranties: Publisher represents and warrants that: (1) the recipients of all email addresses used by
PUBLISHER in connection with this Agreement have manifested affirmative consent to receive commercial emails
from PUBLISHER and none of the email addresses were obtained through email harvesting or dictionary attacks;
(2) PUBLISHER will not fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic
generation (as determined solely by Zen Affiliates, such as pre-population of forms or mechanisms not approved
by Zen Affiliates); (3) PUBLISHER will not attempt in any way to alter, modify, eliminate, conceal, or otherwise
render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided
by or obtained from Zen Affiliates that allows Zen Affiliates to measure ad performance and provide its services
and (4) all of PUBLISHER efforts associated with this Agreement comply with the laws of the United States,
and any other laws of any other jurisdictions which are applicable to PUBLISHER. PUBLISHER will not engage
in or promote any illegal activities of any kind in association with this Agreement.
12. Other Obligations:
A. NOT PROVIDE Incentivized traffic. This includes but is not limited to any spoofing,
redirecting or trafficking from adult related websites in an effort to gain traffic or websites that are
point, lottery, coupon or rewards based and encourage users to click on Advertisements or use Advertisements
to generate revenue for users to win points, get rewards, or other any other incentive.
B. NOT PROVIDE
leads generated from content, email or websites that are not subject matter related to the category of the
Advertisement represented. Such websites must be content-based (not a list of links or advertisements), be
written in the native language according to the campaign GEO, receive a minimum of unique page views per
month, have a top-level name and must not infringe on any personal, intellectual property or copyrights.
This can be waived only by SPECIFICALLY providing the name of the proposed website to Zen Affiliates.
C. Be able to provide the name of the Website where the lead was generated. This information is only delivered
to Zen Affiliates upon request, but MUST be made available in case there is a dispute or problem with the
D. NOT PROVIDE inappropriate content, which includes, but is not limited to, content that (i)
promotes the use of alcohol, tobacco or illegal substances, nudity, sex, pornography adult-oriented content
such as phone sex or escort services, expletives or inappropriate language, (ii) promotes violence or the
use of illegal substances or activities such as how to build a bomb, counterfeiting money and software pirating
(iii) promotes illegal or unethical activity, racism, hate, "spam", mail fraud, gambling, sweepstakes, pyramid
schemes, or illegal advice (iv) is otherwise prohibited by Federal or state law; and/or (v) will bring Zen
Affiliates and/or its associated Advertisers negative publicity.
E. At no time, engage in, disseminate,
promote or otherwise distribute any Advertisement through the use of contextual media, specifically downloadable
software (also called adware, pop-up/pop- under technologies, plug-ins, and other names as applicable).
F. Email Campaigns. PUBLISHER further represents and warrants that with respect to email campaigns transmitted
by PUBLISHER for Zen Affiliates, PUBLISHER shall at all times only use the Zen Affiliates email creative
provided by Zen Affiliates, maintain strict compliance with the Controlling the Assault on Non-solicited
Pornography and Marketing Act of 2003 (CAN-SPAM) and any amendments and modifications thereto.
terms of this Agreement are confidential and shall not be disclosed to any third party except where required
by law. All information submitted by end-user customers pursuant to this Agreement is proprietary to and
owned by Zen Affiliates. Such customer information is confidential and may not be disclosed by Zen Affiliates
or PUBLISHER. In addition, PUBLISHER acknowledges that all non-public information, data and reports received
from Zen Affiliates hereunder or as part of the services hereunder is proprietary to and owned by Zen Affiliates.
(Confidential Information). PUBLISHER agrees not to disclose the terms of this Agreement, including the CPA
value, to any third party without the express written consent of Zen Affiliates, and that such constitutes
Confidential Information. All Confidential Information is or may be protected by copyright, trademark, trade
secret and other intellectual property law, as appropriate. PUBLISHER agrees not to reproduce, disseminate,
sell, distribute or commercially exploit any proprietary or Confidential Information in any manner. These
non-disclosure obligations shall survive the termination of this Agreement for a period of five (5) years.
This section does not bind Zen Affiliates or PUBLISHER in the event such information is required to be disclosed
by operation of law. If a request is made of PUBLISHER to disclose such information, PUBLISHER must immediately
inform Zen Affiliates via written notice sufficiently promptly to allow Zen Affiliates to seek a Protective
Order prior to the time commanded to produce or disclose such Confidential Information, and PUBLISHER agrees
to cooperate in whatever way Zen Affiliates requests to attempt to protect that information from disclosure
by operation of law. Subject to prior approval by PUBLISHER, Zen Affiliates may publicly announce its contractual
relationship with PUBLISHER, which includes being on a listing of Zen Affiliates publishers in general corporate
materials and in industry standard press releases.
14. DISCLAIMER OF WARRANTIES: Zen Affiliates PROVIDES
ITS SITES AND THE SITES OF ITS AFFILIATES AND PARTNERS, AND ALL ITS SERVICES AND THE SERVICES OF ITS AFFILIATES
AND PARTNERS, AS PERFORMED HEREUNDER, ON AN "AS IS," WHERE IS AND "AS AVAILABLE" BASIS. Zen Affiliates 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.
15. LIMITATIONS OF LIABILITY: IN NO EVENT SHALL Zen Affiliates BE LIABLE
FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH
OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST
BUSINESS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. UNDER NO CIRCUMSTANCES
SHALL Zen Affiliates BE LIABLE TO PUBLISHER OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID
BY Zen Affiliates TO PUBLISHER DURING THE PRIOR THREE MONTHS.
16. Indemnification: Each party agrees
to indemnify, defend and hold harmless the other party and its employees, agents, officers and directors,
against any and all claims, causes of actions, judgments, demands, damages, losses or liabilities, including
costs and expenses (including reasonable attorneys fees and costs of suit), arising out of or relating to
(a) any claim based upon infringement of copyright, trademark, patent, or trade secret or other intellectual
property right of any third party; (b) any claim, representation, or statement made in the Advertisement;
(c) any breach of any representation or warranty contained in this Agreement.
17. Dispute Resolution:
If any dispute arises under this Agreement, the Parties agree to first try to resolve the dispute with the
help of a mutually agreed upon mediator in the following location: State of California, Los Angeles County.
Any costs and fees other than attorneys fees associated with the mediation shall be shared equally by the
parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the Parties
agree to submit the dispute to binding arbitration in any Court, Tribunal or Governmental Authority with
competent jurisdiction. Judgment upon the award rendered by the arbitrator may be entered in any court with
proper jurisdiction. If any litigation or arbitration is absolutely necessary to enforce this Agreement or
the terms thereof, the prevailing Party shall be entitled to reimbursement by the other Party for reasonable
attorneys fees, costs and expenses.
18. No Assignment: Neither Party shall have the right to assign
or otherwise transfer its rights and obligations under this Agreement except with the prior written consent
of the other Party; provided, however, that a successor in interest by merger, by operation of law, assignment,
purchase or otherwise of all or substantially all the business of a Party may acquire its rights and obligations
hereunder. Any prohibited assignment shall be null and void.
19. Independent Contractor: Each party
is an independent contractor. Except as set forth in this Agreement, neither party is authorized or empowered
to obligate the other or incur any costs on behalf of the other without the parties prior written consent.
20. Severability: If any term, provision, covenant, or condition of this Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall remain in full
force and effect and shall in no way be affected or invalidated.
21. Entire Agreement; Modification:
This constitutes the entire agreement between the parties and supersedes any prior or inconsistent agreements,
negotiations, representations and promises, written or oral, regarding the subject matter. No modification,
course of conduct, amendment, supplement to or waiver of this Agreement or any provisions hereof shall be
binding upon the parties unless made in writing and duly signed by both parties.
22. Agreement in Counterparts:
This agreement may be signed by Zen Affiliates and PUBLISHER in counterparts, and facsimile signatures shall
have the same force and effect as an original signature.