ZEYDOO Advertiser Agreement (the “Agreement”)
Propeller Ads Limited (Cyprus), Propeller Ads s.r.o. (Czech Republic) and Propeller Ads Limited (Isle of Man) (the, “ZEYDOO”, “We”, etc.) being a network providing services to Advertisers for products monetization and promotion (the “Service”), connecting Advertisers and Affiliates globally through ZEYDOO Affiliate Offers (“Offers”) and,
You (the, “Advertiser”, “You”, “Yours”, etc.) having sufficient authority to enter into present Agreement, seeking for an online service for the creation, management, promotion of your advertising campaigns and monetization of your products, and
ZEYDOO has offered its Service to the Advertiser through www.zeydoo.com (the, “Program”, etc.) and Advertiser’s personal account, and you decided to utilise the Service,
ZEYDOO and Advertiser hereby agree as follows:
BY CHECKING THE BOX AND CLICKING “I ACCEPT” BUTTON, AS APPLICABLE, OR BY CONTINUING TO PARTICIPATE IN THE SERVICE FOLLOWING OUR PUBLICATION OF THE REVISED VERSION OF THIS AGREEMENT ON OUR WEBSITE, YOU (A) CONFIRM THAT YOU ARE AWARE AND COMPLY WITH PRESENT AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT; (C) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM/SERVICE/CREATION OF OFFER(S) AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; (D) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT; AND (E) AGREE TO RECEIVE DIRECTLY TO YOUR E-MAIL NEWSLETTERS, TRAFFIC MONETIZATION INSIGHTS, LATEST PROMOTIONS, CASE-STUDIES AND TUTORIALS FROM US.
1.1. “Ad(s) or Advertisement(s)” – means links, graphical, interactive, rich media and video, or other online advertisements, including, without limitation, banners, buttons, towers, skyscrapers, pop-ups, pop-unders and video advertisements or other creative materials or similar generated by advertiser’s web-servers in response to a query from ZEYDOO.
1.2. “Advertiser” – means a party that has decided to enter into this Agreement and to assign ZEYDOO to provide services/Service in accordance with the terms and conditions of this Agreement. A natural or legal person who wishes to establish conditions/specifications for Ad(s)/Advertisement(s) that are necessary for the successful completion of Offers.
1.3. “Advertiser Account” / “Account” – means the Advertiser’s account at ZEYDOO web-site www.zeydoo.com. Advertiser will not be able to self-manage ad campaigns through Advertiser’s account but instead all actions at Advertiser’s account will be executed by ZEYDOO officer according to the instructions of the Advertiser. Advertiser will only have access to stats and the option to top up the account balance.
1.4. “Content” – means all ad content, related technology and tags provided by Advertiser that are subject to the Service under this Agreement.
1.5. “ZEYDOO Affiliate Offer(s) (Offer or Offers)” – means Offers created and/or managed by ZEYDOO as per the instructions of the Advertiser and available for Affiliates in the ZEYDOO Network for promotions. Each Offer includes specifications relating to Ad(s)/Advertisement(s) that are to be used/linked/placed/displayed on the website(s)/Traffic source(s) of Affiliates. Each Offer is approved by the Advertiser and considered to be completed through the Qualified Actions of end user(s).
1.6. “ZEYDOO Network” – means ZEYDOO’s network offering the Service to the Advertiser, available at www.zeydoo.com, which includes Advertisers and Affiliates.
1.7. “Confidential Information” – will include any information, whether provided in writing, orally, visually, electronically or by other means, related to the Service(s) and/or business of a party and is treated as confidential or secret by the party, including but not limited to (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary.
1.8. “Campaign” – means certain actions set up by ZEYDOO officer according to the instructions of the Advertiser to increase traffic to the Advertiser or its partner website, sales and/or attracting new customers.
1.9. “Effective Date” – means the date of adoption of the terms of this Agreement by the Advertiser or in the absence of its signature, the date when the Advertiser set up an Advertiser Account with ZEYDOO.
1.10. “Link” – means any Link provided by the Advertiser to ZEYDOO for the creation of the Offer and provision of the Services under this Agreement.
2.1. ZEYDOO provides you an opportunity to participate in its Service/Program by instructing the creation and management of Ad Campaigns/Offers, approving such Offers before their placement on the ZEYDOO Network. ZEYDOO will monitor, track and report its Services in a manner and on a schedule as determined by ZEYDOO.
2.2. In order to become an Advertiser, you must first accurately submit an application for a ZEYDOO Advertiser account at our website and accept present Agreement (Self-registration) or register as an Advertiser by contacting ZEYDOO directly (Managed-registration) for acceptance, and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection as ZEYDOO’ Advertiser. We may accept or reject your account registration at any time at our sole discretion for any reason. ZEYDOO reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at ZEYDOO sole discretion.
2.4. Advertiser understands and accepts that ZEYDOO does not allow and prohibits the multiple account opening for each Advertiser. Advertiser agrees not to fill in an account application and/or register as an Advertiser more than one time and/or hold more than one account with ZEYDOO for any reason and/or in order to benefit in any way from any marketing promotional program/project and/or offer available for the Advertiser by ZEYDOO.
In any case where ZEYDOO identifies multiple account applications/registrations/openings/holdings of an Advertiser through the use of any technology or through other means available for and/or acceptable by ZEYDOO only, ZEYDOO may forbid access to and/or suspend and/or ban and/or close any such multi accounts and/or the main account of the Advertiser and/or manage all accounts in such way and/or take any other actions and measures deemed appropriate in the sole discretion of ZEYDOO , regardless of the reason/purpose that such multi account applications/registrations/openings/holdings were created.
If the only and/or any account of the Advertiser is forbidden access to and/or is suspended and/or banned and/or closed for any reason, including but not limited for reasons related to prohibited/non accepted activity, the Advertiser understands and agrees that is not allowed and will not fill in another account application and/or re-register and/or create and/or hold any other new account for the same reason and/or for any other prohibited/non accepted activity.
2.5. ZEYDOO may allow multi account applications/registrations/openings/holdings for an Advertiser if this is specifically and clearly predefined as accepted/permitted in any specific marketing promotional program/project and/or offer and/or in exceptional cases, at any time and for any reason ZEYDOO considers acceptable and solely at its own discretion, if the Advertiser submits such request by sending an email directly to his/its ZEYDOO account manager or email@example.com.
2.6. ZEYDOO has, in its sole discretion and without any liability, the right to deny any advertising material, Links or Content that includes and/or is based on any inappropriate or illegal content as such and/or on material that infringes the rights of any third party or is in violation of any law, as bound by the law or determined by us in our sole discretion, including but not limited to the following:
pornography, adult or mature content;
illegal activity and/or promotion of illegal activity (i.e. illegal online gambling, how to build a bomb, counterfeiting money, hacking, phreaking, etc);
hate-mongering (i.e. racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.) or otherwise objectionable content;
violence (including gratuitous violence), profanity, obscene or vulgar language and abusive content or content which endorses or threatens physical harm;
illegal substance and/or promotion of illegal substance;
drugs or any related paraphernalia;
adware, malware, viruses, phishing;
creatives should not contain the words like “your software is outdated”, “your device is infected”, “viruses found” etc. No misleading ads andor other materials, providing false info to the user;
purchase of weapons/military equipment;
false or deceptive investment advice, and others;
fraud, unofficial, untrue, false, misleading, invented, re-produced information, facts, news, offers, solutions, guidelines related to or aiming to treat in any way and at any level vulnerabilities of all kind, including but not limited to any physical, mental, psychological, social, religious, economic, scientific vulnerabilities;
Intellectual property rights (branch name, trademarks, logo, etc);
Investment, money-making opportunities or advice not permitted under law;
Material that defames, abuses, or threatens physical harm to others;
Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc.);
Hacking or Phreaking;
Any illegal activity whatsoever;
Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic; or
Any other inappropriate activity as determined by us in our sole discretion.
2.7. If the Advertiser provides software for Campaign, it shall be free from any spy- or malicious software and comply with the terms and conditions under present Agreement. In confirmation of this fact the Advertiser can provide duly executed SSL-, or Code sign certificate.
2.8. In order to be eligible to become an Advertiser of software or other application (API), your software or application (API) must meet the following criteria:
not to generate or facilitate unsolicited bulk commercial email;
not to violate, or encourage the violation of, the legal rights of others;
not to be used in any unlawful, invasive, infringing, defamatory, or fraudulent purpose;
not to distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature (i.e. malware);
it must not to alter, disable, interfere with or circumvent any aspect of the software of third parties or Advertisement Services particularly.
Advertiser will make all reasonable efforts to prevent unauthorized use of its software or application and to terminate any unauthorized use. Advertiser will promptly notify ZEYDOO of any unauthorized use of, or access to, the software or application of which it becomes aware.
Advertiser’s software shall be installed only with the consent of the end user, and shall provide ability of its removal without special additional programs.
2.9. Advertiser acknowledges and accepts that ZEYDOO may stop a Service/Offer/Campaign immediately in case the Advertiser provides inappropriate content as described under this clause 2.
2.10. In order to ensure compliance with this clause 2, Advertiser must notify ZEYDOO in writing of any changes to the Links and content which could be deemed inappropriate content.
2.11. ZEYDOO may, but is not obliged to, view the Links for the presence of prohibited Content and may remove or move (without warning) any Content or Advertisers in its sole discretion, for any reason or no reason, including without limitation the movement or removal of Content that, in the personal opinion of ZEYDOO, violates this Agreement, and/or may violate the rights, harm or threaten the safety of other Advertisers, Affiliates or third parties.
2.12. In case where advertisements contain such content, ZEYDOO reserves the right to withhold payment for the entire Campaign, withhold account balance and any other remuneration and/or submit an immediate legal action against the Advertiser and/or set a financial penalty, based on the damages caused to ZEYDOO. Advertiser will defend, indemnify and hold ZEYDOO or its affiliates and representatives harmless from any damages, liabilities, costs, and expenses (incl. attorneys’ fees) resulting from any claim, judgment or proceeding brought by a third party.
2.13. ZEYDOO has the following Non Acceptable Business rules for Advertisers:
Where there are known or perceived links to terrorist organisations, military, arms and/or ammunition manufacture or sales;
Where there is knowledge or suspicion of money laundering or terrorist financing;
Where it is known or there are reasonable grounds for suspicion that a criminal offence has taken place;
Where the Advertiser or any of the Advertisers associated parties are subject to any sanctions measures;
Where the Advertiser is undertaking an activity or trade within, from or into a country where that activity is subject to embargo and/or trade control restrictions;
Producers/Advertisers of racist/pornographic/pressure group material or extreme political propaganda;
Regulated entities that do not have the appropriate licensing;
2.14. Advertiser must not use any tool and/or inventory and/or campaign preferences available for him through ZEYDOO for and/or in any way that suggests and/or results to any misleading and/or fraudulent activity. Advertiser understands and agrees that such tools and/or inventories and/or campaign preferences are only provided to the Advertiser in good faith and that ZEYDOO is not responsible and must not bear any responsibility whatsoever in relation to their use at any time.
2.15. There is only one method of using the Service available – Management Service.
Management Service assumes that assistance of using the Services and Program shall be provided by ZEYDOO officers. Access to the Service shall be provided through a ZEYDOO officer. Advertiser must contact a ZEYDOO officer in order to commence the operation, management of the Advertiser’s account/Ad Campaign. ZEYDOO officers will be executing your requests in relation to the creation and management of your Ad Campaigns, however, all the actions or modifications made through your account shall be deemed made solely by you. ZEYDOO will then, based on your agreed Ad Campaigns, create a final Offer for you to check and approve/accept. The said approved Offer will be uploaded in ZEYDOO Network for promotion purposes by Affiliates only upon your approval/acceptance.
2.16. All support and/or assistance and/or service provided to Advertiser by ZEYDOO and/or ZEYDOO officers and/or any other ZEYDOO personnel and/or employee is intended to be and must be considered by the Advertiser as mere information. No information and/or support and/or assistance and/or service provided during the Provision of the Services themselves shall be construed as containing, advice or a recommendation or an offer of or solicitation for any service provided, regardless of the type, kind, form, mean, way in which it is provided. In addition, any past performance described is not a guarantee of or prediction of future performance. ZEYDOO does not take into account your personal objectives or financial situation. ZEYDOO makes no representation and assumes no liability as to the accuracy or completeness of the information provided, nor as to any loss arising from any action based on an assumed recommendation, forecast or other information supplied by any ZEYDOO officers and/or any other ZEYDOO personnel and/or employee. All expressions of opinion are subject to change without notice. Any opinions made may be personal to the individual itself and may not reflect the opinions of ZEYDOO. No communication whatsoever must be reproduced or further distributed without the prior permission of ZEYDOO.
2.17. In order for any communication between the Advertiser and ZEYDOO and/or ZEYDOO officers and/or any other ZEYDOO personnel and/or employee to be deemed as information provided by ZEYDOO as part of the Provision of ZEYDOO Services to the Advertiser, must be contacted through the authorised channels of ZEYDOO, through an email registered with ZEYDOO. Any information provided through any other means of communication must not in any way be considered as information provided by ZEYDOO officers and/or any other ZEYDOO personnel and/or employee as part of the Provision of ZEYDOO Services to the Advertiser and/or during the use of the Service. ZEYDOO and Advertiser both consider all such other means of communication as unauthorised channels of communication and agree that ZEYDOO shall bear no responsibility whatsoever for any information provided through them.
2.18. You may not transfer your account to anyone without explicit written permission of ZEYDOO 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. ZEYDOO cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
2.19. ZEYDOO will monitor, track and report an agreed/approved/accepted Ad Campaign/Offer. ZEYDOO 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. ZEYDOO will also, at its sole discretion, provide support and advice on a Campaign during the term of this Agreement.
2.20. ZEYDOO does not guarantee: (i) the placement, positioning or the timing of delivery of any Ad, or (ii) the number (if any) of any impressions, publications, conversions or clicks on any Ad on any ZEYDOO Network Property.
2.21. ZEYDOO reserves the right at any time to change the design of its Network, website, application, its Content, list of Services, modify or supplement the scripts, software and other objects used or stored on the Network/Program, any server applications at any time with or without prior notice. ZEYDOO has the right to send the Advertiser information about the development of the Network/Program and its Services, as well as to advertise its own activities and Services.
3.1. Advertiser shall submit Contents for all Ads types in accordance with such due date as may be set out in this Agreement or as otherwise is communicated by ZEYDOO.
3.2. Unless otherwise agreed in writing, the positioning of Ads on a ZEYDOO Network Property is at ZEYDOO sole discretion.
3.3. In any case the creatives of the Advertiser do not meet the criteria/requirements set by ZEYDOO in any way, ZEYDOO may at its own discretion and at any time cancel/suspend/stop/terminate the Ad Campaign concerned and terminate the present Agreement and withhold any and all remuneration and/or account balance of the Advertiser and claim damages.
3.4. Advertiser acknowledges and agrees that ZEYDOO may, at its own discretion, offer prelander creatives to its Affiliates. Such prelander creatives are subject to pre-approval by the Advertiser.
3.5. If Advertiser asks ZEYDOO for a modification of a campaign or any element of the campaign (including without limitation through an authorization for ZEYDOO to optimize campaigns generally), before an Offer is created and/or launched, ZEYDOO will be able to carry out such modification. If however an Offer is created and/or launched, any modification and/or posing and/or stop request may only be carried out by ZEYDOO within 48 hours upon such request.
If an Ad Campaign is finalised and/or an Offer is approved by the Advertiser, then Advertiser will only have fourteen (14) days’ time limit to raise any possible issues in relation to the said Campaign/Offer. Upon the expiry of the fourteen (14) days’ time limit the Advertiser will not be able to argue on the said Campaign/Offer for any probable reason and ZEYDOO will not be obligated to act in any way to solve such issue raised nor be responsible/liable for taking no action at all.
3.6. The Parties must agree in writing on the KPIs and conversion details of an ad campaign before the said ad campaign is launched. If such KPIs and conversion details are not pre-defined accordingly, Advertiser automatically dismisses/rejects any and all the rights may have in relation to any alleged and/or later defined KPIs and conversion details, including the right to deny any and/or all payment.
3.7. ZEYDOO does not check/control and Advertiser is solely responsible for all: (i) Contents generated by or for Advertiser; (ii) Links provided by the Advertiser; (iii) properties to which a Content directs users (including without limitation content on the domain or landing page reached by clicking on the Content URLs; and/or (iv) Advertiser’s services. Advertiser has the sole responsibility/liability in relation to all such content, Links, properties, services. Advertiser understands and agrees that is the sole responsible person for the technical condition of the Links provided under this Agreement. Advertiser must immediately notify ZEYDOO in relation to any possible and/or actual non-operation of the Links, otherwise Advertiser will be fully responsible for any and all damages/harm/loss suffered by ZEYDOO and/or its affiliates in relation to such non-operational Links and ZEYDOO may terminate this Agreement and/or take any other possible legal action against the Advertiser accordingly.
3.8. By submitting Content on ZEYDOO Network, the Advertiser transfers to ZEYDOO the right to delete copies of such submitted Content in order to streamline and facilitate its storage and publication on the Network/Platforms.
3.9. By submitting Content on ZEYDOO Network, the Advertiser automatically grants ZEYDOO a non-exclusive right to use it by copying, public performance, reproduction, processing, translation and distribution for the purposes of the Service or in connection with it, including for promotion/publication purposes. For these purposes, ZEYDOO may make derivative works or insert the Advertiser’s Content as part of the relevant collections, perform other actions that serve to achieve these goals.
3.10. If the Advertiser deletes its Content from ZEYDOO Network, ZEYDOO has the right to keep archival copies of the Advertiser Content for an indefinite period.
4.1. All statistics for the purposes of billing and general delivery reporting are based on ZEYDOO’s reporting system. Use of the Service shall be carried out on a monthly basis. For the purpose of present Agreement, a calendar month shall be deemed as a reporting period (“Reporting Period”).
Rates are provided by the Advertiser and may be changed during the campaign launching by submitting a written request directly to his/its ZEYDOO account manager or firstname.lastname@example.org.
4.2. Advertiser must at all times and by all means constantly monitor the quality of the traffic it receives through the Services offered by ZEYDOO and report to/inform ZEYDOO, in writing, about any and all low traffic quality within 7 days since the receipt of such low quality traffic. Advertiser understands and agrees that all reported low quality traffic will be investigated by ZEYDOO and that only ZEYDOO at its own discretion will decide/determine whether such traffic is indeed of low quality or not, upon sufficient proof.
4.3. Advertiser agrees to pay in full at least for: a) all non-reported low quality traffic, b) all low quality traffic reported after the passing of the 7 days’ time limit, c) all reported low quality traffic which according to the Publisher is not decided/determined/proved to be of low quality and d) all post back conversions.
4.4. In the event that Advertiser believes that there is a discrepancy in ZEYDOO’s reporting system (stats) for Reporting Period, Advertiser must provide ZEYDOO with a reasoned report of such discrepancy within three (3) calendar days from receipt of ZEYDOO’s server reports in relevant Reporting Period. Otherwise, ZEYDOO shall not be liable for such discrepancy, services shall be deemed rendered, and will calculate earnings on basis of its reporting system. If the parties are unable to reach an agreement regarding the discrepancy, then ZEYDOO reporting system shall prevail.
4.5. ZEYDOO provides the ability to perform payments by using payment service providers. Advertiser shall have the right to select any payment service provider available. You agree that ZEYDOO is not responsible for any actions applied by the payment service provider including but not limited to any additional transaction fees, banking commissions or currency fees applied to your transaction. All payments to ZEYDOO include the above-mentioned fees and commission, if applicable.
4.6. Advertiser is responsible for all applicable taxes associated with provided ad services, other than taxes based on ZEYDOO income. Advertiser shall indemnify ZEYDOO against all losses suffered or incurred by ZEYDOO arising out of or in connection with any payment made to ZEYDOO.
4.7. Advertiser shall set up all spending limitations and budget (fixed or unlimited) with ZEYDOO officer to run Ads Campaign. So Advertiser has to control spending of advertising budget and undertakes to inform ZEYDOO in written about further actions to optimize such campaign. You shall pay for Services on the base of the invoices, issued by ZEYDOO, by either prepayment or post payment.
4.8. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to ZEYDOO may be shared by ZEYDOO with companies who work on ZEYDOO’ behalf such as payment processors and/or credit agencies solely for the purpose of checking credit and/or effecting payment to ZEYDOO and serving customers account.
4.9. ZEYDOO shall not be liable for any use or disclosure of such information by such third Party.
4.10. Advertiser shall be responsible for any pricing, Bid, Ad Unit Values, Bidding Terms, Account configuration or category classifications errors or other errors (“Buyer Errors”) resulting in a completed transaction (Ad Unit served), and shall be liable for any payments due in connection with the completed transaction.
Advertiser acknowledges that:
all executed transactions are final;
notification of Buyer Errors must be reported by the Advertiser within 24 hours;
4.11. ZEYDOO reserves the right to discontinue Service, withhold payment at any time and terminate present Agreement without liability to Advertiser in case of material breach of this Agreement by the Advertiser or its associates. Parties hereby agree that any form of fraudulent or illegal activity, or any violation of the applicable laws and regulations, or any activity specified in Section 8 of this Agreement shall be deemed a material breach of this Agreement.
4.12. ZEYDOO shall have the right to adjust your account balance in the case of (i) need of payment of bonuses, (ii) to deduct transaction fees, (iii) due to technical reasons, (v) due to fraudulent activity, (iv) upon additional agreement by the Parties.
5.1. Refund could be applied only upon written request, containing reasons for your refund, directly to your ZEYDOO account manager or email@example.com in case Ad campaign cannot be launched due to reasons included but not limited to noncompliance of the advertising materials with the requirements of current legislation, unacceptable quality and/or content of the creative, other reasons deemed applicable by ZEYDOO’s officer.
5.2. Refund will be made in the amount of unused funds. Amount must be calculated based on ZEYDOO’s reporting system.
5.3. Refund shall be applied only to the actual payments made by the Advertiser to ZEYDOO. All funds credited to the account of the Advertiser within the frame of participation in bonus programs or similar actions of ZEYDOO are non-refundable in any case and subject to the terms and conditions of such programs.
5.4. A refund request will be considered legitimate ONLY if it has been sent from the email used for Advertiser’s Account registration.
5.5. Advertiser has six (6) months from the last payment date to ask for a refund of the balance remaining on the Advertiser Account if you have remained in compliance with this Agreement. After Advertiser makes a second deposit at Advertiser Account (itself or via manager), a refund will only be issued for a balance of more than $200 US Dollars and a processing fee of 10% will be deducted from such refund.
5.6. The refund may be credited back to the same payment method and same account that was used to make the payment.
5.7. The refund request will be processed within 5 business days from the date the request was received.
5.8. Refund is not acceptable in case the Advertiser breaches terms and conditions of present Agreement or other terms agreed by the parties.
6.1. By filling Recurring Transaction Form and clicking the “I Agree” button you express full consent with these terms and conditions of recurring transactions and authorize ZEYDOO and payment service provider to automatically charge your credit card for recurring delivery of Services in agreed variable amount and variable date, stipulated in Recurring Transaction Form in your personal account.
6.2. You acknowledge and agree that confirmation notification of the recurring transaction will be provided within 2 business days via email specified in your personal account.
6.3. You certify that you are an authorized user of credit card, details provided in personal account of the Service, and that you will not dispute the scheduled payments with your credit card company provided the transactions correspond to the terms indicated in this Agreement.
6.4. You agree to pay for all services or other additional services you ordered through ZEYDOO Service, as well as for any additional expenses (if necessary), including, but not limited, all possible taxes, charges, etc.
6.5. You take full responsibility for timely payments for using the Service. Payment service provider only facilitates a payment for the amount indicated by ZEYDOO, and it is not responsible for paying by user of the Service the aforementioned additional funds/expenses.
6.6. After clicking the “Pay” button the transaction is irrevocably deemed to be processed and executed. After clicking the “Pay” button you agree that you will not be eligible to cancel the payment or request to cancel it. By placing the order on the Service, you confirm and state that you do not violate legislation of any country. Also, by accepting this Agreement, you, as cardholder, confirm that you are entitled to use Service offered by ZEYDOO.
6.7. By agreeing to use the Recurring Transaction Service, you understand and accept that processing of any of your payments are executed by the payment service provider, and there is no statutory right of revocation of already purchased services or any other opportunities to cancel the payment.
6.8. You acknowledge that this Recurring Transaction Service will remain in effect until you cancel it, and you agree to notify ZEYDOO of any changes in your personal account information or cease of this Recurring Transaction Service at least 7 days prior to the next billing date. If you wish to reject to use Recurring Transaction services for your next purchases of services or other facilities on the ZEYDOO Service, you can do that by using email notification provided in contact details.
6.9. When you pay for any of ZEYDOO services, you are primarily bound by this Agreement. Please note that only you, as the cardholder, are responsible for paying for all services you have ordered through ZEYDOO Service and for any additional expenses/fees that can be applied to this payment. Payment service provider acts only as the executor of the payment in the amount stated by ZEYDOO, and it is not responsible for pricing, total prices and/or total sums.
6.10. You acknowledge and agree that notification for following situations will be sent to you, using method of communication available, at least 7 business days prior: more than six month have elapsed since the last payment; or there are charges to the recurring transaction services including, but not limited to any change to the amount of the recurring transaction and/or any change to the date of the recurring transaction.
6.11. In case there is a situation when you do not agree with the aforementioned terms and conditions of Recurring Transactions and/or other reasons, we ask you not to proceed with the payment, and, if necessary, contact directly your ZEYDOO account manager or firstname.lastname@example.org.
7.1. You represent, warrant and covenant the following:
You will make every effort to uphold the highest ethical and commercial standards. If ZEYDOO requests that Advertisements should be removed from or not placed in any context that harms the goodwill or reputation of ZEYDOO, Advertiser will promptly comply with such request;
In case of violation of its obligations under present Agreement by Advertiser, ZEYDOO reserves the right to stop providing services and withhold Advertisers’ remuneration or account balance or fine;
Advertiser accepts and acknowledges the full responsibility in the event that the Contents in a Campaign/Offer would be deemed invalid or illegal in any applicable jurisdiction;
Each Party waives its rights against the other in respect of warranties and representations (whether written or oral) not expressly set out or referred to in this Agreement. Nothing in this clause limits or excludes either Party’s liability for fraud;
Hereby you represent and warrant that you have all necessary rights, permits and licenses to start and manage ad campaigns and for display Advertisement and operate your Links, websites and business activities in the selected jurisdictions. In case of breach of this obligation, ZEYDOO may terminate this Agreement at any time without prior notice, withhold any remuneration or account balance and claim for compensation of incurred losses and damages;
Advertiser undertakes to ensure that its servers support the traffic directed to ad campaign through our Service. Anyway, ZEYDOO takes no responsibility for all the consequences in case your servers cannot support the traffic directed to your website;
You hereby agree not to use ZEYDOO’ system interface, available to you in connection with the execution of this Agreement, in any ways not provided for by this Agreement, including not to distribute or transfer it to any third party;
Hereby you agree not to grant any third parties the opportunity to place Ads that violate the requirements of the legislation, as well as ethics and morality rules. You shall bear all the expenses and losses incurred from your illegal use of copyrighted materials (including Ads, trademarks, etc);
You warrant not to use automated tools, including robots, scripts, or spiders, for generation of the inquiries or gather information from the interface of the ZEYDOO Network;
Hereby you warrant that you will not use the ZEYDOO Network system interface for any purposes that violate any applicable laws or rights of any third parties, including its intellectual property;
You grant NOT to modify, adapt, translate, disassemble or otherwise attempt to derive the source code of any software, used in ZEYDOO Network, Services or Program;
Hereby you represent and warrant to provide ZEYDOO with all the documentation or its equivalents, needed for identification of the parties, ascertainment of the legal fact and fulfilment of its obligations under this Agreement, within 15 business days from the date of request. In certain cases, we may withhold all payments until we will receive relevant documentation from you;
You may not disable, circumvent or otherwise interfere with security related features of our Service or features that prevent or restrict use or copying of any part of our Service, or which enforce limitations on the use of our Service;
If any errors or undesirable results occur due to no fault of ZEYDOO, ZEYDOO shall not be responsible for losses and you may not be compensated;
You must not make any representations, warranties or other statements concerning ZEYDOO or affiliates any of their respective products or services, except as expressly authorized herein;
You must make sure that your website does not copy or resemble the look and feel of ZEYDOO or create the impression that your website is endorsed by ZEYDOO or is a part of the ZEYDOO Service, without the prior written permission of ZEYDOO;
Hereby you irrevocably authorize ZEYDOO to transfer a request received by ZEYDOO to provide information for the payment directly to your financial institution available;
You must comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your website(s)/Traffic source(s) or your use of the Service;
You must comply with all the terms, conditions, Insertion Orders, guidelines and policies of ZEYDOO;
You acknowledge that every case of violation of the terms of this Agreement will lead to material and business standing losses of ZEYDOO in the amount of at least US $ 1,000. Therefore, we reserve the right to recover damages caused in the specified amount, or the amount of actually incurred losses, in the event of your breach of contract. Such losses may be deducted from the balance of your personal account in the Service.
8. Fraudulent Activity
8.1. YOU SHALL NOT CHEAT, DEFRAUD OR MISLEAD US, OR ATTEMPT TO CHEAT, DEFRAUD OR MISLEAD US, IN ANY MANNER.
You are expressly prohibited from using any means, program, tools, devices or arrangements and/or the Services provided to commit fraud, violate any applicable law, interfere with other Advertisers/Affiliates or falsify information in connection with the Services or generating of remuneration or exceed your permitted access to ZEYDOO Service.
You are prohibited from any practice of disguising (cloaking) an Ads with different content or landing page and you are forbidden from using any preference/method resulting to the re-direction of the user to your landing page when such user has at least once previously chosen through a certain action to leave your page.
These prohibited activities include but not limited to: framing an ad-banner’s click-through destination, invisible iframe, auto-spawning of browsers, running “spiders”/”bots”, and automatic redirecting of users or any other technique of generating automatic or fraudulent click-through and/or impressions. Ads may not be placed on an automatically reloaded page. In any case ZEYDOO shall make all determinations about fraudulent activity in its sole discretion.
8.2. If Advertiser is suspected in any fraudulent activity ZEYDOO shall have the right to stop your participation in the Service and/or in all or any Offers, ban Your Advertiser Account, to withhold account balance and to take all necessary legal actions to restore the damage caused by this violation.
9.1. IN NO EVENT SHALL ZEYDOO BE LIABLE FOR ANY DAMAGES OF ANY KIND AND EXPRESSLY DESCLAIMS ANY AND ALL RESPONSIBILITY IN RELATION TO ANY CLAIMS ARISING FROM AND/OR IN RELATION TO YOUR USE OF THE SERVICE, OPERATION OF A PROGRAM CREATIVE/ AD TECH/TOOL, ADS, CAMPAIGNS, CONTENTS, OFFER AND/OR OF YOUR ACCEPTANCE OF ANY OFFER AND/OR USE/LINK/PLACEMENT/DISPLAY OF ANY AD ON ANY MEDIA, AND/OR FROM OUR EFFORT AND/OR OUR ACTIONS INTENTING TO PROVIDE THE SERVICE, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF ZEYDOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ZEYDOO IS ONLY OFFERING THE SEVICE, ZEYDOO IS ONLY AN INTERMEDIARY NETWORK FOR ADS CAMPAIGNS CONNECTING ADVERTISERS AND AFFILIATES THROUGH ITS SERVICE AND OFFERS. THE INFORMATION, OFFERS, ADS, CONTENT CAMPAIGNS AND OTHER ZEYDOO SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SERVICE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZEYDOO DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SERVICE, THE INFORMATION, OFFERS, ADS AND CONTENT INCLUDED ON THE SERVICE AND PROVIDED BY ZEYDOO, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ZEYDOO DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SERVICE, NETWORK OR ZEYDOO WEBSITE OR OTHER INFORMATION PROVIDED BY ZEYDOO IS ACCURATE, COMPLETE OR CURRENT NOR THAT THE SERVICE WILL BE UNINTERRUPTED, COMPLETELY SECURE AND/OR FREE OF SOFTWARE ERRORS.
ZEYDOO furthermore expressly disclaims any responsibility in relation to (i) any claims made in relation to Ads, campaigns or any Contents or (ii) any claims made in relation to the publication of any such Ads, Campaigns or Contents on any websites such as, including but not limited to, streaming sites, File Sharing Sites, and sites with adult content.
10.1. You hereby indemnify, and you must defend and hold ZEYDOO, its affiliates, subsidiaries, successors and assigns harmless from and against any and all claims, actions, allegations, judgments, liabilities, costs and expenses (including reasonable attorneys´ fees) which may be incurred by or to third parties arising out of or in connection with your: (a) improper use of the Service; (b) improper operation of a Program/Tool/Service; (c) Campaigns or execution of Offers; (d) breach or violation of any clause of this Agreement or other mutual agreement of its parties; (e) breach of any representation, warranty under this Agreement.
11.1. ZEYDOO may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of ZEYDOO, which shall not be unreasonably withheld.
11.2. This 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 of Cyprus.
11.3. Each party irrevocably agrees, for the sole benefit of ZEYDOO that, subject as provided below, the courts of Cyprus shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Nothing in this clause shall limit the right of ZEYDOO to take proceedings against Advertiser in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
12.1. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
12.2. Hereby we grant you a non-exclusive, non-transferable, revocable right to use ZEYDOO Service and to access our Network/Program and Service only in accordance with the terms and conditions of this Agreement.
12.3. You may not alter, modify, manipulate or create derivative works of ZEYDOO, ZEYDOO ‘ Network and Services, Offers, Ads, ad tech, graphics, creative, copy or other materials, program/tools owned by, or licensed to ZEYDOO in any way, penetrate the software in order to obtain program codes, sell, assign, lease, transfer to third parties in any other form of rights in respect of the software Services provided to you and other Advertisers and/or Affiliates under this Agreement, as well as modify the Services, including for the purpose of obtaining unauthorized access to them. We may revoke your license anytime by giving you a notice (including via email or in your personal account). Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of ZEYDOO trademarks, Service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to ZEYDOO without compensation. All rights not expressly granted in this Agreement are reserved by ZEYDOO.
12.5. ALL THE PARTIES HEREBY AGREE THAT ZEYDOO DOES NOT HAVE ANY AUTHORITY OR ABILITY TO CONTROL ADS, AD CONTENT OF ADVERTISERS AND FOR THIS REASON, WE CANNOT BEAR ANY RESPONSIBILITY REGARDING BREACHING OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS.
13.1. Hereby we grant you a non-exclusive, non-transferable, revocable right to use ZEYDOO Services and to access the Program and Network and Service only in accordance with the terms and conditions of this Agreement, and for the sole purpose of promoting your advertising campaigns.
13.2. You may not alter, modify, manipulate or create derivative works of ZEYDOO, ZEYDOO Network and Services, Offers, Ads, ad tech, graphics, creative, copy or other materials, program/tools owned by, or licensed to ZEYDOO in any way, penetrate the software in order to obtain program codes, sell, assign, lease, transfer to third parties in any other form of rights in respect of the software Services provided to you and other Advertisers and/or Affiliates under this Agreement, as well as modify the Services, including for the purpose of obtaining unauthorized access to them. We may revoke your license anytime by giving you a notice (including via email or in your personal account). Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of ZEYDOO trademarks, Service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to ZEYDOO without compensation. All rights not expressly granted in this Agreement are reserved by ZEYDOO.
13.4. ALL THE PARTIES HEREBY AGREE THAT ZEYDOO DOES NOT HAVE ANY AUTHORITY OR ABILITY TO CONTROL ADS, CONTENT PROVIDED BY ADVERTISERS, LINKS, AND FOR THIS REASON, WE CANNOT BEAR ANY RESPONSIBILITY REGARDING BREACHING OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS.
14.1. This Agreement shall commence upon your acceptance and remain in effect until terminated.
ZEYDOO reserves the right, in its sole and absolute discretion, to remove/cancel/suspend/stop/terminate any Ad Campaign(s) and/or the Service(s) and/or Offer(s) and/or this Agreement at any time and for any reason.
ZEYDOO shall be entitled, with immediate effect, to stop Advertiser’s Campaign or to prematurely terminate this Agreement in writing where: (a) Advertiser uses the Service or Program in a manner that entails the perpetration of a crime; (b) Advertiser uses the Service or Program in a manner that occasions losses or the risk of loss for ZEYDOO or any third Party; (c) it may be reasonably assumed that Campaign violates governing law; (d) notwithstanding reminders, Advertiser fails to pay agreed fees or any other remuneration to ZEYDOO within a stated time; (e) Advertiser otherwise fails to comply with this Agreement and such breach of contract is material; or (f) Advertiser is placed into insolvent liquidation or is otherwise insolvent.
In this case, ZEYDOO shall have the right to block your account immediately and to withhold the remaining funds at your account as a fine.
Advertiser may cancel/suspend/stop/terminate the ads campaign and terminate present Agreement only through ZEYDOO officer. Advertiser must notify its intention to cancel/suspend/stop/terminate the ads campaign and to terminate present Agreement to ZEYDOO, in writing, 48 hours before such cancellation/suspension/stop/termination takes place.
In any case of cancellation/suspension/stop/termination of an Ad Campaign/Offer and/or of this Agreement, Advertiser must remit to the ZEYDOO all the revenue of ZEYDOO that accrued at the time of such cancellation/suspension/stop/termination. Revenue of ZEYDOO shall be paid by the Advertiser within 3 days on receipt of invoice at payment details, specified in such invoice.
This Agreement shall terminate immediately upon the dissolution or insolvency of either Party, or the breach of this Agreement by you.
In any case of termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Offers, Ads and all ZEYDOO intellectual property, and will cease representing yourself as a ZEYDOO Advertiser for such one or more Offers.
14.2. This Agreement will be blocked when the Advertiser’s Account has not been in use for more than three (3) months.
You will receive a notification informing you that your account is blocked because of “Inactive account status”. After deactivation, you will have 90 calendar days to restore your account. To do so, you have to login to your account and follow the steps described there. If your account is not reactivated within 90 calendar days it will be deleted without option to restore it.
If your account balance is 0 EUR/USD, the system will automatically block your account, if otherwise do not agreed by the parties. If your account balance is above 0 EUR/USD, the remaining funds will be fully deducted from your account.
14.3. You acknowledge and agree that in case of your account been deleted at any reason it doesn’t mean that user data would be erased too.
15.1. In any case of an emergency/unexpected event/incident/Act of God faced/suffered by the Advertiser, Advertiser must immediately notify ZEYDOO of the occurrence of such emergency/event/incident/Act of God, and ZEYDOO may, at its own discretion and at any time since receipt of the notification, cancel/suspend/stop/terminate the ads campaign and to terminate present Agreement. If Advertiser fails to notify ZEYDOO immediately, Advertiser must compensate ZEYDOO for any and all damages suffered by ZEYDOO as a result.
16.1. Each Party (a “Receiving Party“) understands that the other Party (a “Disclosing Party“) may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, software, specifications, research and development and proprietary algorithms, stats and reports, personal data or other materials that is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used (“Confidential Information“).
16.2. The Receiving Party agrees, for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance. Neither party will make any public announcement regarding the existence or content of the Agreement without the other’s prior written approval.
16.3. The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this shall 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.
16.4. The foregoing obligations under this section 16 shall not extend to any information to the extent that the Receiving Party can demonstrate that such information (i) was at the time of disclosure or, to the extent that such information thereafter becomes through no fault of the Receiving Party, a part of the public domain by publication or otherwise; (ii) was already properly and lawfully in the Receiving Party’s possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was or is lawfully received by the Receiving Party from a third Party who was under no obligation of confidentiality to the Disclosing Party with respect thereto, or (iv) is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information or (vi) express written consent has been given prior to disclosure.
16.5. In 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 shall promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.
16.6. Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other all of such other Party’s Confidential Information, or to certify to the Disclosing Party in writing that all such material has been destroyed, however, destruction is only permitted after Disclosing Party’s prior approval.
17.1. Advertiser hereby agrees not to contact websites in the ZEYDOO Network in order to purchase advertisement space from them or engage in practice that would be deemed competitive to the efforts of ZEYDOO in its attempts to represent the website’s advertising spaces. Violation of this clause shall be deemed a material breach of this Contract.
18.1. This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants.
18.2. Present Agreement is the principal document in legal relationship of the Parties, and shall be deemed an entire agreement of the Parties. In case of contradictions in using Service or Program, present Agreement shall prevail in any case.
18.3. Each Party is an independent contractor and not a partner, joint venture or employee of the other. All notices shall be sent to the addresses submitted by you when signing up for the Service by certified mail, fax, email or courier.
18.4. The failure of a Party hereto at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term, covenant or representation contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant or representation.
18.5. Advertiser understands and agrees that ZEYDOO may update/amend and/or change and/or terminate/stop any program/Service/Offer/Ad Campaign, in any way and for any reason at its own discretion, with a prior twenty four (24) hours’ notice to the Advertiser, except in cases which are considered as of emergency/urgency by ZEYDOO and subject to clause 14.1 hereof, where any and all such updates/amendments and/or changes and/or terminations/stops will take place immediately and at the same time a notice will be sent to the Advertiser via email or through his/her/its personal account.
18.6. ZEYDOO reserves the right to change any terms and conditions of this Agreement at any time, at its own discretion. You may refer to contract revisions in our website – www.zeydoo.com and/or in your Advertiser account. The terms and conditions of present ZEYDOO Advertiser Agreement (as published on www.zeydoo.com/terms (the “Terms”) bind the parties from the date signed or the date service is provided and shall apply to each and any services provided by ZEYDOO. This Agreement shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the services provided by ZEYDOO.
18.7. Representations and warranties of Advertiser set forth in this Agreement (in particular, Section 16) hereof shall survive closing for a period of one (1) year from the termination date.
18.8. No claim for a breach of any representation or warranty by ZEYDOO shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was disclosed to Advertiser and/or actually known by Advertiser prior to termination.
18.10. All claims related to the use of the Service or Program shall be submitted by the Advertiser within 30 days from the end of the Reporting Period only. In the case of missing the specified term, ZEYDOO reserves the right not to process the complaint, and all the services shall be deemed rendered properly.
18.11. Headings to sections and subsections in this Agreement are for the convenience of the parties only and are not intended to be a part of or affect the meaning or interpretation hereof.
18.12. You agree on using of any communication method (email message/SMS message/phone) with contact details provided in your personal account.
This agreement was last updated on 03.09.2020
Company responsible for serving Managed service clients and other campaign management:Propeller Ads LtdHE35351315 Karaiskaki Street3032, LimassolCyprusVAT 99000123PCompany responsible for Self-service Platform maintenance:Propeller Ads Limited011883VFirst Floor, Jubilee Buildings, Victoria StreetDouglas, IM1 2SH, Isle of ManPropeller Ads s.r.o.C 324021Na Pankráci 1724/129, 140 00 Praha 4Czech Republic
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