Click2ROI Advertiser Terms and Conditions
Here are the following Terms and Conditions which you have to read fully and carefully before registering as an advertiser of the Click2ROI. Signing your agreement creates a legal bind between you and Click2ROI which creates a contact between you. If you register for the Click2ROI program then affirmatively stating and agreeing that you are in agreement with the acceptance of representations, covenants, warranties and terms and conditions of the Click2ROI.
The following Terms and Conditions are entered are between the Click2ROI, LLC, an owner and operator of Click2ROI performance exchange (“Click2ROI”), guarantor (if it is applicable), and you the (“Advertiser,” “you,” “yours”), and shall govern the placement and delivery of the advertising that you are implementing in the Click2ROI platform and as may be set forward in any applicable insertion Order(s) (“IO”) which these Terms and Conditions (any applicable IO(s), together with these Terms and Conditions, form the “Agreement”).
Introduction– As an advertiser Click2ROI will provide you ability to post the ads (as defined below) for the distribution through the Click2ROI, subject to your compliance, as defined herein with all the terms and conditions of the agreement. After enrolling you as an advertiser, representatives, employees or any other person who are acting with the respect of the use of Click2ROI shall bound with the terms and conditions of the advertiser of the agreement.
Click2ROI– Click2ROI is defined by the various third party affiliates which are authorized by the Click2ROI to post up the ads on and through the websites, applications or newsletter that are under the control. Affiliate are paid up a commission based on their revenue which are generated after the Advertiser campaign. Click2ROI can be accessed at click2ROI.com
Click2ROI Services/Ads- After accessing, participating, enrolling or registering to the Click2ROI network program, the advertiser agrees to accept and pay for services which are given and taken by the Click2ROI which are mentioned in its agreement. There will be an exclusive compulsion in distributing the advertising campaigns consisting of advertisements provided by Advertiser of the Click2ROI network in accordance with the agreement. Advertiser will play their role in their sole cost and expense which creates and deliver all the advertisements to the Click2ROI which are prior to the publication. The parties understand and agree that advertiser is the sole owner of any and all intellectual property rights associated with any advertiser provided ads of Click2ROI network. Click2ROI would not give you any guarantee of the ads which are displayed or available. That will not require publishing any ads which may refuse or stop any publication of any Ad at any time for any reason in its sole discretion.
Distribution of Ads– The positioning of the Ads within Click2ROI is at the sole discretion of the Click2ROI and its affiliates. Click2ROI does not give any guarantee that your ads would be available through any specific of Click2ROI network, while running of your ad or any placement or positioning of your ads.
Exclusivity- If the “elite” option has been selected on an IO, then Click2ROI shall be the restricted online distribution source for that offer and the advertiser shall not copy the same or similar offer for any other affiliate, publisher, or network without Click2ROI prior written consent. In the event of a violate of this provision by advertiser, Click2ROI shall be at liberty to law or in equity, an injunction (without the requirement to post a bond) enjoining and restraining the advertiser or all other persons involved there with from ongoing such infringe for each applicable “Exclusive” offer. Advertiser acknowledge that any breach by advertiser of this provision will result in irretrievable injury to Click2ROI for which money damages may not effectively compensate.
Cost Per Click Campaigns – Subject to Click2ROI approval, and acceptance by Click2ROI of advertiser’s participation in on its exchange, from time to time which an advertiser have to choose from the campaigns which are distributed through Click2ROI cost per click affiliate platform. Ads which are shown up in these campaigns will be generally displayed across the exchange and will be available to affiliates based on bid submit for each campaign by the advertiser on a cost per click basis. Advertiser has the control over the campaign through the ability to re-start or stop the campaigns. The URL Links which are requested, their category choices, are bids subjected to the Click2ROI approval. Click2ROI reserves the right to reject, remove or cancel the URL, Ad or any link related to any category which goes oppose to the liability.
Representations and Warranties of Advertiser- Advertiser represents and warrants that it shall access Click2ROI solely and wholly to manage its account with Click2ROI and shall not share, transfer or assign its access information to any third party. Advertiser shall not use any automatic or illegal means to access its account and shall not share, distribute or monitor Click2ROI proposal or service for any purpose not explicitly granted in the agreement.
Terms of Payment- Advertiser shall be responsible for all charge incur for traffic ordered by advertiser as set forth in advertiser’s account. Advertiser shall pay all charge in U.S. Dollars or in such other currency as agreed to in lettering by the parties. Click2ROI may also elect to submit an invoice to advertiser for the total fees and charges associated with the advertiser’s applicable offers in agreement with the payment model outlined below, and the applicable compensable events. Invoicing and payments are governed by the credit decision issued to advertiser by Click2ROI .Payments for invoices will be past due if voluntary after the due date listed on the demand.
Payment Model and Reporting- If advertiser has elected to enroll in the Cost-Per-Lead or Cost-Per-Action program payment model defined as follows: Advertiser shall pay Click2ROI the designated CPA or CPL fee, as stated on any applicable IO, e-mail confirmation, or as You (the Advertiser) implement in the Click2ROI, LLC platform for each lead or sale delivered by Click2ROI and its Affiliates. The total fees will be based on the number of leads or sales received from all of Advertiser’s Ads, multiply by the applicable CPL/CPA rate. Advertiser shall provide Click2ROI within five days after the end of the previous traffic period, the total number of sales generated by Click2ROI and its Affiliates in the previous traffic period. Notwithstanding the foregoing, upon Click2ROI reasonable request Advertiser shall provide Click2ROI with the sales total for the previous traffic period within forty-eight hours of the request.
Traffic Level Adjustments.If, in Click2ROI sole resolve the projected fees payable by Advertiser for any traffic period during the term of billing period which are targeted to exceed the credit decision previously provided to Advertiser, Click2ROI may in its sole discretion, take any one or more of the following proceedings at any time (a) suspend the placement of Ads in the swap until the payment terms have been revised to Click2ROI endorsement; (b) need a put down or supplement in deposit; (c) require that Advertiser secure any current or future sum compulsion through the issuance of promissory notes, organization of combined accounts or collateralization of receivables, real property or other possessions (e) increase the incidence of invoice to daily, weekly or bi-weekly, as appropriate.
Refund Policy- All refund if any are at the sole and total discretion of Click2ROI and are subject to a managerial conduct fee of an amount not to exceed $500. Any funds still left on dump over one year after Advertiser has concluded activity on Click2ROI shall be forfeited to Click2ROI.
Claims or Disputes- Advertiser shall submit any and all claims and disputes in writing to Click2ROI within10 days after month end or 7 days after the invoice date, whichever is earlier, time being of the essence. Any/all claims and disputes must be concurrently supported by commercially reasonable documentation that corroborates Advertiser’s allegations, as determined by Click2ROI in its reasonable discretion. Advertiser’s failure to timely submit a claim or dispute and to provide commercially reasonable corroborating documentation within 10 days in the end of the month or 7 days after the invoice date shall operate as a binding waiver and related charges shall be careful final and binding.
Failure to Make Payment- The crash by Advertiser to make timely payment shall comprise a material violate. Advertiser is responsible for all sensible expenses (including, attorney’s fees, but not limited to, and costs) incur by Click2ROI in collect such amounts due plus notice.
Tracking System- You agree that you will not alter the pixel or eliminate or alter the location of the pixel or other tracking method deploy by Click2ROI (“Pixel”) to track leads. If you disturb, interfere, or immobilize the tracking system, you will be compelled to pay Click2ROI for all Actions, based upon the historical earnings per click (“EPC”), to have been generated during the period of disturbance. The historical EPC is determined by dividing the total earnings by the number of clicks generate by a campaign during the most recent uninterrupted traffic period. Advertiser shall place Click2ROI Pixel on a unique verification page that does not contain the pixel or tracking method of any third party. If you place Click2ROI Pixel on the same page as a third party‘s pixel or tracking method, you will be compelled to pay Click2ROI based upon each firing of the Click2ROI Pixel (based upon Click2ROI tracking logs) in spite of of any payment made to any third party for the subject action in dependence on any other pixel and/or tracking method appear on the same page.
Fraud- Advertiser acknowledges and agrees that Click2ROI shall not be liable for any instances of fraud on the part of end-user consumers and Advertiser agrees to pay Click2ROI in full for all services perform under the Agreement despite of consumer fraud. Advertiser shall not be accountable for Actions that are the result of Affiliate deception and are timely borderline in agreement with Section 8 of this Agreement; however, without definitive proof of fraud as resolute by Click2ROI, Advertiser agrees to pay Click2ROI in full for all services performed under the Agreement.
Non-Circumvent-Advertiser recognizes that Click2ROI has proprietary relations with Click2ROI Affiliates. Advertiser agrees not to intentionally avoid Click2ROI relationship with such Affiliates, or otherwise obtain, directly or indirectly, services alike to those performed by Click2ROI or such Affiliates hereunder, from any Affiliate that is known, or should sensibly be known, by Advertiser to have such a affiliation with Click2ROI. Advertiser shall not ask for the Affiliates of Click2ROI, nor shall Advertiser use or attempt to use reverse engineering or tracing of Affiliate traffic as a means to request or identify Click2ROI Affiliates. Failure to obey with this Section may, at our caution and without warning or excluding other remedies that may be available to Click2ROI (all such other remedies being expressly reserved), result in urgent extinction of the Agreement.
Confidentiality- Any confidential information or proprietary data provided by one party Discloser to the other party Recipient, including the Ad descriptions and the pricing of the Ad, shall be deem “Confidential Information” of the Discloser. Confidential Information shall not be released by the Recipient to anyone except an employee or agent that has a need to know same and that is bound by privacy obligation at least as strict as those contained herein, but in no event less than a sensible confidentiality.
License- For the term of the Agreement, Advertiser hereby grant to Click2ROI and Click2ROI Affiliates and associates a non-exclusive, monarchs-free, universal license to: (a) use, perform and display all Ads deliver here under in accordance with the conditions of the Agreement, and (b) use all connected Advertiser thinker property in link there with. Title to and possession of all intellectual possessions rights of all Ads and associated Advertiser intellect property shall remain with Advertiser or its third-party licensors.
Representations and Warranties- Each party warrants and represents to other party that (a) it has full power, corporate right, authority to grant and enter in the agreement (b) the obligation of the agreements and its execution (c) when delivered and executed the agreement will constitute a bind of a valid and legal obligation of the each party
Disclaimer of Warranties– Click2ROI and its services will generated which are provided as basis, on and is, without any warranty or guarantee. In the event of any interruption of display or distribution any ad related sole obligation to Click2ROI.
Limitation of Liability- Other than for disgusting neglect and stubborn misconduct, in an event their will either party be liable for any important, indirect, incidental, punitive, special or exemplary compensation whatsoever including, without any limitation, damages for loss of profits, business break, loss of information and the like, incurred by the other party arise out of the accord, even if such party has been advised of the option of such compensation.
Indentification- Advertiser agrees to defend, cover and hold harmless Click2ROI and its Affiliates and their respective director, officer, workers and agent from and against any and all damages, liability, costs and operating cost (including reasonable attorneys’ fees, even if incident to any appeal) (together “wounded”) incur as a result of any claim, judgment or happening relating to or arise out.
Scope of Relationship- Each party is an independent contractor and not a partner, joint venture or worker of the other. Neither party shall have the right to bind the other or to acquire any compulsion on the other’s behalf.