Terms of Service
This Terms of Service (the “Agreement”) is entered into by AddPlay a trading name of Zing Online Media (“Zing Online Media Ltd” or “We”) and “You” or “Publisher”. AddPlay and We as well as Publisher and You singularly referred to as “Party’ and collectively “Parties”.
The terms contained in this Agreement apply to your participation with AddPlay’s Games Content & Games Portal (collectively “Partner Program”).
1. Obligations of AddPlay
1.1 Subject to our acceptance of you as a Publisher and your continued compliance with the terms and conditions of this Agreement, AddPlay agrees as follows:
1.1.1 We will make available to You via the Partner Program, code which contains games, graphics, text, video ads, display ads, links and promotional material (collectively, “Games Content”) which you may display on websites owned or controlled by you (collectively, “Media”).
1.1.2 The Games Content contains ad units (video ads and display ads) which serve advertising on behalf of advertisers (including but not limited to Direct Advertisers and Programmatic Advertisers, collectively ‘Clients’) of AddPlay. We will pay you a percentage of the total advertising revenue generated from Clients through Games Content on your Media (the “Commission”).
1.2 AddPlay will pay Publisher Commission on a monthly basis.
2. Obligations of Publisher
2.1 Publisher warrants and agrees:
2.1.1 To accept and acknowledge, that all individual and collective numbers (including but not limited to ad impressions, video views, clicks and revenue) delivered by Publisher to Partner Program of AddPlay is measured by either AddPlay’s platform or a 3rd party platform chosen by AddPlay (“Tracking System”) and these numbers shall govern and determine conclusively the resulting remuneration delivered in each month.
2.1.2 That all materials posted on your Media or otherwise used in connection with the Partner Program (i) are not illegal, (ii) do not infringe upon the intellectual property (copyrights, trademark rights etc.) or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities, contains profanity or otherwise contains materials that AddPlay informs you that it considers objectionable (collectively, “Objectionable Content”);
2.1.3 Not make any representations, warranties or other statements concerning Zing Online Media Ltd or any of their respective products or services, except as expressly authorized herein;
2.1.4 To comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Games Content;
3.1 AddPlay will pay Publisher 70% of the Revenue generated through Games Content on the Publisher’s Media. AddPlay shall generate an invoice on behalf of Publisher for the Commission payable under this Agreement by fifteen (15) days after the month of activity and shall make payment to Publisher based upon that invoice sixty (60) days after the month of activity. The threshold for payment is 100 GBP. Accounts under the threshold continue to roll over to the following month. Publishers that generate over 10,000 GBP per month for 2 months consecutively are eligible to receive payment fifteen (15) days after the month of activity. Payments are made via Wire Transfer or Paypal.
3.2 Commission that is fraudulent or invalid (“Fraudulent Actions”) will not be remunerated if (i) it is performed by a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (ii) the user is incentivised to perform any action, or (iii) it is later determined by AddPlay or its Clients to be fraudulent, incomplete or duplicate. All determinations of Fraudulent Actions shall be made by AddPlay in its sole discretion. We reserve the right to charge back to your account any previously paid Commissions that are later determined to have been Fraudulent Actions.
3.3 In the event that Publisher disputes in good faith any portion of an invoice, Publisher must submit that dispute to AddPlay in writing and in sufficient detail within fourteen (14) days of the date on the invoice. If Publisher does not dispute the invoice as set forth herein, then Publisher agrees that it irrevocably waives any claims based upon that invoice.
3.4 If Publisher has an outstanding balance due to AddPlay under this Agreement or any other agreement between the Publisher and AddPlay, whether or not related to the Partner Program, Publisher agrees that AddPlay may offset any such amounts due to AddPlay from amounts payable to Publisher under this Agreement.
4.1 AddPlay and Publisher shall be fully liable for damages (a) with respect to injury to health, body or life caused by such either Party, its representatives or vicarious agents, or (b) caused wilfully or by gross negligence by either Party, its representatives or vicarious agents, or (c) caused by fraudulent misrepresentation.
4.2 Any further liability of either Party other than set out above in Clause 4.1 shall be excluded. In particular, neither party shall be liable for any loss of profits, indirect or consequential loss.
4.3 Publisher acknowledges that payment of Commissions is dependent upon Clients providing Commission related funds to AddPlay. AddPlay shall have the right to fully or partially withhold Commissions to Publisher until due Commission related funds have been cleared by Clients. AddPlay shall pay any remaining difference to Publisher once the funds are definitely cleared by the Client and / or once the funds are undisputed or have been established by law.
Except as otherwise provided in this Agreement or with the consent of AddPlay, You agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our Clients provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by You for any purpose other than your participation in the Partner Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Publisher shall not use any information obtained from the Partner Program to develop, enhance or operate a service that competes with the Partner Program, or assist another party to do the same.
6. Limited License & Intellectual Property
We grant you a non-exclusive, non-transferable, revocable right to use the Games Content solely in accordance with the terms of this Agreement, for the sole purpose of assisting in increasing Revenue through the Partner Program.
You may not reverse-engineer, alter, modify, manipulate or create derivative works of the Games Content or any materials owned by, or licensed to, AddPlay in any way. You are only entitled to use the Games Content to the extent that you are a member in good standing of the Partner Program. Except as expressly stated herein, nothing in this Agreement is intended to grant You any rights to any of AddPlay’s trademarks, service marks, copyrights, patents or trade secrets.
7.1 This Agreement shall commence on the date of our approval of your Partner Program application and shall continue thereafter until terminated as provided herein.
7.2 Either party may terminate participation of the Partner Program and this Agreement, with forty eight (48) hours written notice (letter, fax, email).
7.3 Upon termination of your participation of this Agreement for any reason, you will immediately cease all use of and delete all copies of the Games Content, plus all AddPlay or Client intellectual property, and will cease representing yourself as a AddPlay Publisher. All rights to valid Commissions, shall survive termination subject to being legitimate.
8. Representations and Warranties
8.1 You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement.
8.2 You further represent and warrant, that neither You nor Your users will claim own rights to the Games Content.
8.3 Both Parties represent and warrant that they shall not knowingly violate any law, rule or regulation which is applicable to their own business operations.
9. Modification of Terms of Service
9.1 AddPlay reserves the right to amend the provisions of this Agreement that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not lead to the agreement as a whole being restructured. AddPlay will communicate, by e-mail, the modified conditions at least two weeks prior to the effective date. Publishers who do not object in text form (letter, e-mail, fax) to the modification within four weeks after the receipt of the e-mail will be deemed to have accepted the respective modification.
9.2 If Publisher objects to the new (modified) Agreement, AddPlay’s request to so modify them will be deemed to have been rejected. The Agreement will then be continued without the proposed modification. The right of the Parties to terminate their participation in the Partner Program remains unaffected hereby.
10. Governing Law & Miscellaneous
10.1 The rights and duties under this Agreement may only be transferred with the prior written consent of AddPlay. AddPlay shall be entitled to transfer the Agreement to any affiliated group companies without Publisher’s prior consent. AddPlay shall also be entitled to transfer Agreement in whole or partially to any third party without Publisher’s prior consent in case of a transaction or series of transactions that lead to a sale or other disposition of all or substantially all of assets (whether structured as an asset deal, a stock purchase, a merger or similar form).
10.2 The Agreement does not establish a company, it does not authorize either Party to make any legally binding declarations on behalf of the other Party, nor does it authorize either Party to place the respective other Party under any obligation or to represent it in any other way.
10.3 The Agreement and the contractual relationship with the Publisher shall be governed exclusively by the laws of the United Kingdom.
10.4 Should any individual provision of the Agreement be of no effect, as a whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision will be deemed replaced by that provision that is legally effective and comes closest, in the usual understanding, to the economic intent and purpose of the invalid provision. The same applies to any unintentional omission.