PUBLISHER TERMS AND CONDITIONS
1. This Agreement constitutes the entire and only agreement between Clickpoint and you (hereinafter referred to as "Publisher", "You"), and supersedes all prior or contemporaneous agreements, representations, warranties and understandings.
2. Clickpoint is a service provider that facilitates "Online Marketing Programs" by providing services via the Internet. Performance Network: During this Agreement you may apply through Clickpoint to Advertiser's Campaigns for the opportunity to earn Payouts, by promoting Advertisers in accordance with the Advertiser's terms and complying with this Agreement. If you use any Clickpoint's Ad server, Clickpoint may send your applications automatically. You may exclude any campaign at anytime. Upon approval you may display Links to Advertiser's Web site or Web site content in accordance with the Advertiser's Terms and this Agreement. Media Marketplace: Clickpoint may buy advertising from the media marketplace at the floor price set by the publisher, and monetize the inventory either directly or indirectly. Publisher acknowledges that Clickpoint has no obligation to purchase inventory from a Publisher. The inventory that Clickpoint does not buy will be passed back to the Publisher who can then market it.
3. You must promote Advertisers such that you do not mislead the Visitor, and such that the Links deliver bona fide traffic by the Visitor to Advertiser from the Link. You shall not cause any Transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, or hidden frames. You may or may not be compensated for Transactions where you or your agent are the Visitor. Multiple Leads from the same individual, entity or IP address may be considered non-bona fide transactions. We may withhold payment for any reason including, but not limited to, suspicion of fraudulent activity.
4. You shall be responsible for all usage and activity on your account and for loss, theft or unauthorized disclosure of your password. You shall provide us with prompt written notification of any known or suspected unauthorized use of your Account or breach of the security of your Account.
6. You agree not to operate or utilize a Web site or email link to Web sites that contain or promote any of these types of content: libelous, defamatory, obscene, pornographic, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, or that offer any illegal good or service, or link to a Web site(s) that do so and/or engage in spamming, indiscriminate advertising or unsolicited commercial email.
7. You agree not to approach or attempt to engage in a contract with any of Clickpoint's Clients directly or indirectly via agencies, brokers or any other person or entity. Clickpoint will promptly reply in writing to any inquiries received from Publisher regarding the status of any person or entity as a Clickpoint's Client so as to aid Publisher in its efforts to comply with the non-solicitation provisions of this Agreement.
8. We will credit your Account for each qualifying approved revenue in accordance with the campaigns rates and terms. All statistics are collected and calculated by Clickpoint, and will be the only valid stats used for determining payouts. The reports in your account are intended to give you estimates of the current activity but earnings are finalized at the end of each month, when we (our advertisers) make adjustments to your account for factors like delayed processing of our records, discrepancies, and invalid traffic / transaction. Once earnings are verified, they are posted to your Payments page.
9. Revenues are paid by bank using details provided by the Publisher within the account pages. If your bank is outside the European Economic Area (EEA) additional fees may be charged by your bank. The Publisher is responsible for any mistake, omission and delay related to the banking details provided (mistakes and omissions may cause bank fees which will be charged to your account). All payments will be suspended if the name of the bank account holder and the name of your account do not match. We have a monthly, bi-weekly or weekly Publisher pay schedule, depending on: a) Clickpoint's operational needs; b) Publisher earnings. To qualify for a payment, the Publisher balance must be equal or greater than the payment threshold of EUR 100. We have no obligation to make payment of any Payouts for which we have not received payment from the Advertiser. Your recourse for any earned Payouts not paid to you shall be to make a claim against the relevant Advertiser(s), and we disclaim any and all liability for such payment. Amounts credited to your account does not accrue interest.
10. We operate a self-billing system. This means that you agree to accept invoices raised on your behalf until
this contract is terminated and not to raise invoices for the transactions covered by this agreement.
You must notify us immediately if you:
- change their VAT number
- cease to be VAT registered
- sell your business, or part of your business.
European VAT registered Publishers outside the UK shall register their VAT number at VIES (http://ec.europa.eu/taxation_customs/vies/). Clickpoint will suspend payments - and notify the publishers via email - when their VAT number is not registered at VIES. Non-UK EU VAT numbers without VIES registration for a period of 6 consecutive months will cause account termination and all credits will be voided.
Statements may be adjusted by us from time to time to reflect overpayments, customer chargebacks and/or credits or underpayments.
11. Clickpoint is not liable for any malfunction or failure of its systems, site or service due to matters including, but not limited to, force majeure, the failure of any other entity's software, hardware or technology.
13. You may not alter, modify, or change the banners or links in any way. You will be solely responsible for ensuring that such banners or links are formatted properly and maintained.
14. You will defend, indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your sites.
15. We grant you a non-exclusive, non-transferable, revocable right to display banners/text links provided solely in accordance with the terms of this Agreement.
16. This agreement will begin upon our acceptance of your online application and will end when terminated by either party. Termination may happen at any time, with or without cause, by giving the other party written notice of termination. You may terminate this agreement through your online account at anytime. We may terminate you, one of your web sites, or your use of a promotional method, from an Advertiser's campaign or the entire Network, at any time in our sole discretion. Campaigns and offers may be discontinued at any time.
17. Clickpoint may use and disclose data derived from Publisher's use of the Network: as part of its business operations; on an aggregate basis; if required by court order, law, or governmental agency. Clickpoint may use data derived from Publisher's use of the Network to operate, manage, maintain, and improve the Network.
18. Publisher acknowledges that it may have access to data and information regarding the Network. Publisher agrees that all Network data will be used solely in connection with Publisher's use of the Network and will be treated as Confidential Information.
19. This agreement will be governed by and construed in accordance with the laws of England and Wales. You agree to submit to the exclusive jurisdiction of the courts of England and Wales in connection with any dispute or litigation arising out of this agreement.
20. Publisher shall review these Terms (https://publisher.clickpoint.com/terms/) often for updates and stay current on any changes made. In the event any changes are made to these Terms, you will notified within your online account.