Terms and Conditions
1. GENERAL CONDITIONS
The present document contains the General Partner Conditions (from here on out, referred to as “Conditions”) that regulate the relationship between IDENZU LTD and the partners and users of Idenzu services (from here on out referred to as “Partner”). Idenzu LTD is a company incorporated and registered in Cyprus under the registration number HE418288, having its registered address at Idenzu reserves the right to modify (for justified reasons such as updating the document to reflect updated legislation, evolution of processes or changes in the services offered, or the terms and clauses present in these Conditions. If you have questions you should first contact us through email. You can address your general questions and comments by e-mail to firstname.lastname@example.org
2. THE SERVICE
2.1Idenzu provides You an opportunity to participate in our Service and Program by placing its Ads on web pages of publishers registered in Idenzu Network. Idenzu will monitor, track and report its Services in a manner and on a schedule as determined by Idenzu.
2.2In order to become an Advertiser or а Publisher you must first accurately submit an application for Idenzu account at our website and be in compliance with present Agreement (in case of using Self-service) or register yourself as an Advertiser or а Publisher by contacting Idenzu directly, and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify of your acceptance or rejection as Idenzu Advertiser or Publisher. We may accept or reject your account registration at any time at our sole discretion for any reason. Idenzu reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at Idenzu sole discretion.
2.4Idenzu has the following Non Acceptable Business rules for Advertisers and Publishers:
- websites/apps that infringe the intellectual property, copyright or trademark of others
- websites/apps that participate in or transmit unsolicited e-mail, SMS, spam, messages, etc
- websites/apps with illegal, false or deceptive investment advice
- websites/apps that are under construction or have limited content
- websites/apps with more than one pop-up/- under
- websites/apps with discrimination, hate or violence towards a person or group of persons based on their origin, ethnic background, nation, race or religion
2.5You may not transfer your account to anyone without explicit written permission of Idenzu and you may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account. Idenzu cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
2.6Idenzu will implement, monitor, track and report an agreed campaign. Idenzu will furthermore report if and when errors have occurred in a Campaign in order to rectify such errors so that such Campaign can be carried out as agreed on. Idenzu will also, at its sole discretion, provide support and advice on a Campaign during the term of this Agreement.
2.7Publisher agrees and understands that Idenzu is a stand-alone, third-party service for both Advertiser(s) and Publisher(s). It means that Idenzu is not liable to Publisher for revenue that is not paid/cleared from Advertiser(s) and Publisher shall hold Idenzu harmless and out of any claims or liability related to such unpaid amounts. Idenzu agrees to make every reasonable effort to bill, collect and clear payments from the Advertiser(s) on a regular basis. Any expenses or payments such as banking commissions, currency or transactional fees, income taxes, etc., based on the revenue generated in Idenzu by participating as a Publisher, is the sole responsibility of the Publisher and Publisher agrees that Idenzu is not reliable for it. Idenzu reserves the right to not make any payments to Publisher(s) that violates any of the terms and conditions of this Agreement.
3. USER REGISTRATION OBLIGATIONS
3.1In consideration of your use of the Idenzu Services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the Idenzu Services under the laws of the applicable jurisdiction.
3.2As a condition to using Services, you are required to register with Idenzu and receive a password and username. You shall provide Idenzu with accurate, complete, and updated registration information.
4. PUBLISHER STATISTICS AND PAYMENTS
4.1Provided statistical reports and displayed data are subject to change in Idenzu sole discretion.
4.2All payments are based on Idenzu statistics unless otherwise mentioned in the Insertion Order (the “IO”).
4.3Idenzu reserves the right to place the payments on hold in case of any suspicions in fraudulent activity.
4.4Payment Frequency: payments are issued once a month, Net30;
4.5$100 is our minimum payout cumulatively meaning that if you do not reach your minimum payment the balance will accrue for the next period until you reach the $100 minimum.
5. ADVERTISER RULES AND OBLIGATIONS
Idenzu provides tools for blocking inappropriate traffic sources. Advertiser, for its part, shall submit a list of unsuitable sources to be added to the block list.
6.1You agree not to disclose Idenzu Confidential Information without Idenzu's prior written consent. Idenzu Confidential Information includes without limitation:
- all Idenzu software, technology, programming, specifications, materials, guidelines, and documentation;
- click-through rates or other statistics relating to Idenzu and this Agreement;
- any other information designated in writing by Idenzu as "Confidential" or an equivalent designation.
6.2Idenzu Confidential Information does not include information that has become publicly known through no breach by You or Idenzu, or information that has been:
- independently developed without access to Idenzu Confidential Information, as evidenced in writing;
- rightfully received by You from a third party;
- or required to be disclosed by law or by a governmental authority.
7. RESPECT OF OTHER INTERNET USERS
The Users and Idenzu agree to respect the rights of other Internet users (whether they use the Idenzu Services or not), be polite to each other, follow the code of ethics and the traditions of Internet use, and agree not to use Idenzu Services with the aim to abuse morals and/or ethics in any way.
Idenzu can at any time, in its sole discretion, terminate this Agreement. Depending on the violation of which the Agreement was terminated, Idenzu may or may not notify the Account Holder (Advertiser/Publisher) via email. Advertisers may terminate this Agreement by deactivating all Advertising Content in the Account in the Idenzu Platform. Publishers may terminate this Agreement at any time by removing all advertising materials provided by Idenzu from its Website(s) and/or App(s).
9. FORCE MAJEURE.
If either party fails to fulfill its obligations hereunder (other than an obligation for the payment of money), when such failure is due to circumstances beyond its reasonable control, including but not limited to fire, flood, civil commotion, riot, war (declared and undeclared), revolution, or embargoes, then said failure shall be excused for the duration of such event and for such a time thereafter as is reasonable to enable the parties to resume performance.
10.1You agree not to disclose Idenzu confidential information without Idenzu prior written approval. Confidential information includes without limitation: product information, data, statistics, pricing, financial information, software, specifications, research and development and proprietary algorithms or other materials.
10.2The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this will be done subject to each Party procuring each such recipient’s agreement to keep such information confidential to the same extent as if such recipient were Party to this agreement.
10.3In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party will promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.
Advertiser agrees to indemnify and hold Idenzu, its affiliates, subsidiaries, successors and assigns harmless from any and all claims, actions, judgments or liabilities arising out of or in connection with Advertiser´s Campaign, any breach of this Agreement by Advertiser and/or of any representation, warranty or agreement in this Agreement.
12. ASSIGNMENT, GOVERNING LAW AND JURISDICTION
12.1Idenzu may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Idenzu, which shall not be unreasonably withheld.
12.2This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law.
13. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITIES
READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.The Service may contain links to third-party websites which are independent of us, including Third Party Properties. We assume no responsibility for the content, privacy policies, or practices of and make no representation or warranty as to the accuracy, completeness or authenticity of information contained in any third party websites. We have no right or ability to edit the content of any third party websites. You acknowledge that we shall not be liable for any and all liability arising from your use of any third party websites. You expressly agree that your use of the Service is at your sole and exclusive risk. The Service is provided "AS-IS" and without any warranty or condition, express, implied or statutory. We specifically disclaim to the fullest extent any implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, information accuracy, integration, interoperability and quiet enjoyment. We disclaim any warranties for viruses or other harmful components in connection with the Service. Some jurisdictions do not allow the disclaimer of implied warranties, therefore, in such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICE, WHETHER, WITHOUT LIMITATION, SUCH DAMAGES ARISE FROM (1) YOUR USE, MISUSE OR INABILITY TO USE THE SERVICE, (2) YOUR RELIANCE ON ANY CONTENT ON THE SERVICE, (3) THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION OR COMPLETE DISCONTINUANCE OF THE SERVICE, (4) THE TERMINATION OF THE SERVICE BY US, OR (5) THE TEMPORARY OR PERMANENT SHUTDOWN OF YOUR PROPERTY OR OTHER PROPERTIES PARTICIPATING IN THE SERVICE. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY. THESE LIMITATIONS ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED OR ADVERTISED IN CONNECTION WITH THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW SOME LIMITATIONS OF LIABILITY, THEREFORE, IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU. WE DO NOT WARRANT THAT (1) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (2) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (3) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (5) ANY ERRORS IN CONTENT WILL BE CORRECTED. ANY CONTENT OBTAINED THROUGH THE USE OF THE SERVICE IS OBTAINED AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU, YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH CONTENT.