WISHICA
PRODUCT ADS TERMS OF SERVICE
These Terms of
Service ("Agreement")
represent a legal agreement between Affmeter Ltd, is situated at Koru Mah.
Tugberk Sitesi No:67 Cayyolu Ankara , Turkey ("Wishica Product Ads") and you ("Publisher"). By using the Service, you agree to all the terms
and conditions outlined below. If you do not agree to this Agreement, please do
not use any part of the Service.
1. DEFINITIONS
1.1 In this
Agreement, the following expressions have the following meanings:
Affiliate Network - a firm providing an affiliate marketing service and technology on behalf of
Merchants
Commissions - monetary payments made to the Publisher in relation to sales or referrals of
Customers to Merchants.
Customer- a user of
the Publisher's website(s) that is referred to a Merchant via the Service
and/or interacts with Merchants by purchasing goods and/or services or
providing the Merchants with information.
Merchant - any party
supplying goods and/or services to Customers, and which has signed up to an
Affiliate Network or has an affiliate program.
Service - means the
provision of: (i) the Technology; (ii) access to the technological and
commercial relationships between publishers, Merchants and Affiliate Networks;
(iii) the Wishica Product Ads Product;
Technology –
technology designed by Wishica Team to aggregate merchant datafeeds and find
the best deals on relevant product which pus them into ad banner or text ad
formats.
Wishica Product Ads – an ad technology which is aggregating datafeeds out of multiple
affiliate networks and puts them into auto generated ad formats relevant for
publisher’s blog or web content.
Wishica Code - a Javascript code that is going to be used by publishers’ for generating auto
product ads for their web content or blog.
2. ENROLLMENT IN THE SERVICE
2.1 The
Publisher must apply to use the Services via the Wishica Product Ads website.
Publishers with content containing pornographic, violent, illegal or political
material will not be permitted to use the Service.
2.2 If Wishica
Product Ads approves the Publisher's application for the Service they will be
informed via email and the Publisher will be able to gain access to the Service
and implement the Technology. The Publisher can choose to activate the Wishica
Product Ads Product,.
2.3
The Publisher must inform Wishica Product Ads if it wishes to use the Service
on additional Publisher website(s) other than that first applied for. Each new
Publisher website must be individually approved and setup for inclusion in the
Service. The Publisher may not use the Technology on any website other than
those for which it has Wishica Product Ads' prior permission.
3. MERCHANTS
3.1 The
Publisher acknowledges and agrees that:
3.1.1 Wishica
Product Ads only integrates Publisher’s approved network and merchant datafeeds
3.1.3
Merchants may terminate their involvement in the Service, either across all
publishers or domains in relation to specific publishers they deem do not meet
their terms of use, policies and standards.
4. WISHICA PRODUCT ADS
4.1 To use the
Wishica Product Ads, the Publisher:
4.1.1 must be
registered and approved for the Service pursuant to clause 2, and have the Wishica
Product Ads code implemented on any website;
4.1.2 must not
sell, transfer, sublicense or otherwise disclose its login
4.1.3 may not
use any other manual or automatic affiliate link service to monetize content
obtained from the Wishica Product Ads.
4.2 Wishica
Product Ads reserves the right to monitor the Publisher's use of the Technology
to ensure they are being used by the Publisher in accordance with the terms and
conditions of this Agreement. Whether the Publisher's use of the technology is
in accordance with this Agreement shall be determined in Wishica Product Ads'
sole discretion.
4.3 If a
Breach is capable of being remedied, but the Publisher fails to remedy any such
Breach within three (3) days of its receipt of a notice from Wishica Product
Ads, Wishica Product Ads may terminate the Publisher's access to the technology
s involved in the Breach.
4.4 Wishica
Product Ads reserves the right at any time in its sole discretion, without
notice or liability to the Publisher, to: (i) refuse to permit the Publisher to
use the techology; and (ii) amend the measures taken to protect against
inappropriate use of the technology
5. REFERRAL INCOME
5.1 The
Publisher is entitled to Commissions on Sales, where the Publisher's website
has been the most recent referrer to a Merchant's website, and the Sale was
made during the cookie life-time eligible for Commissions, as defined by
individual Merchants.
5.2 The
calculation of Commission due to the Publisher shall be performed by the
relevant Merchant and Affiliate Network. The Publisher acknowledges different
Merchants use different commission structures, with some using fixed amounts
per Sale or referral, while others use percentage based methods; and may
perform de-duplication across marketing channels, so may not reward a
Commission if another type of referral was performed more recently.
5.3 Where
Merchants participate in more than one affiliate program and both or all
affiliate programs are Affiliate Networks participating in the Service, Wishica
Product Ads in its sole discretion shall attribute the Commission either to the
Affiliate Network offering the best commercial return, merchant offering the
best deals on the product or the program from the best performing Affiliate
Network.
5.4 Wishica
Product Ads has a separate Affiliate identity other than its member publishers.
Publishers agree that Wishica Product Ads will appear on his/her web content or
blog 25% of the time with Wishica’s own affiliate identity codes.
5.5 If
Customers have configured their browser such that it cannot accept cookies or
run Javascript or the Technology is unable to execute properly, Wishica Product
Ads will be unable to treat the Customer as having been referred by the
Publisher, and the Publisher will not receive Commission for any such blocked
referrals.
6. PAYMENT TERMS
6.1 Wishica
Product Ads shall not charge the Publisher to apply for, install and use the
Service on its websites. Wishica is in no relation with any of the Affiliate
Networks or merchants on behalf of the publisher. Therefore, publisher will run,
monitor, earn and get paid his/her commission via the merchant and the Network.
Wishica has no responsibitlity for any commissions earned and paid via
affiliate networks.
6.2.Wishica
holds its own affiliate account intact and show up its affiliate identity 25%
of the banner impressions. If those impressions turns to clicks which turns to
sales, then Wishica gets paid by its own affiliate network.
.
8. CHARGEBACKS
8.1 Merchants
may determine after the event that a Sale was not a bona fide transaction,
whether the goods sold are returned by the Customer; there is subsequent
detection of a fraudulent transaction; or otherwise (a 'Chargeback'). The
Merchant may make a Chargeback claim to the relevant Affiliate Network
requesting for Commissions related to these Sales to be cancelled or reversed. This
relation is only between affiliate network merchant and the publisher. Wishica
has no responsibility on any of the wrong chargeback’s.
9. SERVICE LEVELS
9.1 Wishica
Product Ads will use its reasonable endeavours to ensure that the Technology
works on the Publisher's websites,
9.2 The
parties acknowledge that the time to redirect from an Affiliate Network to a
Merchant website is outside Wishica Product Ads' control and no guarantees are
made regarding this process.
9.3 The
Publisher shall notify Wishica Product Ads of any Service performance issues
via e-mail. Wishica Product Ads will use reasonable endeavours to correct any
reported issues within 7 days of the date of notice. If Wishica Product Ads
does not meet the above response time to correct any reported Service
performance issues, the Publisher may remove the Technology from the
Publisher's websites, and terminate this Agreement. 9.4 In addition, Wishica
Product Ads will use its reasonable endeavours to ensure that:
9.4.1 links
inserted by the Wishica Product Ads are accurate and contextually relevant, and
the content and links provided are accurate
10.4.2 the Wishica
Product Ads ais available and performing at an optimum level; and
9.4.3 if the Wishica
Product Ads is not available at any time for whatever reason, ensure that this
does not affect the Publisher's website pages.
10. TERM AND TERMINATION OF THIS AGREEMENT
10.1 This
Agreement will commence when the Publisher ticks that they agree to this
Agreement and will continue until either party terminates this Agreement with
or without cause, by giving the other party written notice of termination at
any time via email. Any such notice will be effective immediately and must be
delivered to the Wishica Product Ads account manager (as notified to the
Publisher) and to the Publisher contact (as notified to Wishica Product Ads),
as applicable.
10.3 On
termination of this Agreement for any reason, the Publisher will immediately
cease use of, and as soon as practicable remove from the Publisher's websites,
all instances of the Technology, and cease use of the Wİshica Prodcut Ads
and promptly return to Wishica Product Ads, or at Wishica Product Ads' written
request, destroy, any and all of its intellectual property rights, information
and/or materials in the Publisher's possession.
11. LICENSE
11.1 All intellectual
property rights subsisting in, relating to or arising out of the Service, and
the Technology shall at all times be owned by and vest in Wishica Product Ads,
including all developments or enhancements to such intellectual property
rights. Subject to clause 1, the Publisher agrees that this Agreement does not
transfer or grant any right, title or interest in Wishica Product Ads'
intellectual property rights in the Service and the Technology to the
Publisher.
11.2 Wishica
Product Ads now grants to the Publisher a non-exclusive, non-transferable,
non-sublicensable, revocable, worldwide, licence to use the Service and the
Technology during the term of this
Agreement.
11.3 The
Publisher shall not be entitled to use the Service and the Technology in any
other way other than as set out in this Agreement. Any attempt to interfere with
the operation of the Service and the Technology will be deemed to be a breach
of this Agreement and may result in termination of the Publisher's inclusion in
the Service.
11.4 The
Publisher shall not use any other competing affiliate marketing automatic link
creation service directly alongside the Service.
12. ASSIGNMENT
Either party
may assign its rights and/or obligations under this Agreement in whole or part
to one of its group companies. Notice of assignment to be given to the other
party via email or registered post.
13. COMMUNICATION
13.1 Any
notice under this Agreement shall be in writing and shall be made either via
e-mail or certified mail to the other party's registered office address.
Notices sent by e-mail will be deemed effective 24 hours from the time of
sending and notices sent by mail will be deemed effective 48 hours after
posting.
13.2 Wishica
Product Ads may disclose its relationship with the Publisher in its marketing
material and in its operational relationship with Affiliate Networks and
Merchants, including using for such purposes the Publisher's name or trademark.
13.3 The
Publisher agrees that Wishica Product Ads may use the Publisher's contact details
(including its email and registered address) to notify it about its account
with Wishica Product Ads, any issues relating to, and updates to, the Service,
and Technology
14. MODIFICATIONS
Wishica
Product Ads may modify all or any part of this Agreement, at any time and at
its sole discretion, effective immediately upon notice published on the Wishica
Product Ads Publisher Interface. Continued participation in the Service after
receiving notice of such modification will constitute the Publisher's binding
acceptance of the modification to this Agreement.
15. INDEMNITY
The Publisher
shall indemnify, defend and hold harmless Wishica Product Ads against all
losses, liabilities, damages and costs (including legal expenses) sustained,
incurred or suffered by Wishica Product Ads as a result of any claim, action or
proceeding that: (i) the Publisher's websites infringe the intellectual
property rights of any third party; (ii) the Publisher is in breach of its
obligations under the terms of this Agreement; or (iii) any third party claims
arising from the Publishers use of the Service, and the Technology otherwise
than in accordance with the terms of this Agreement.
16. PRIVACY
16.1 Wishica
Product Ads will not collect or store any personally identifiable information
('PII') pertaining to Customers visiting the Publisher's website. PII includes,
but is not limited to, first and last name, home or other physical address,
email address, phone number or other contact information, and credit card or
information pertaining to other forms of payment.
16.2 Wishica
Product Ads shall collect and store PII pertaining to Publishers, including
company name, address, phone number, email address, However, Wishica Product
Ads shall keep any Publisher's PII secret and not disclose or use such PII
other than to perform its obligations under this Agreement without the prior
written consent of the relevant disclosing party. This clause 16.2 shall not
apply to any PII to the extent that disclosure is required to or by any court,
tribunal or governmental authority with competent jurisdiction or the PII is or
becomes generally and freely publicly available through no fault of the
receiving party or its agents.
16.3 Each of
the parties warrants and undertakes that it (and its sub-contractors if
applicable) shall duly observe its obligations .
16.4 The
Publisher acknowledges that Wishica Product Ads may use cookies and web beacons
to collect non-personally identifiable Customer data. This non-personally
identifiable data shall be used to optimize the performance and yield of the
Service, to provide comprehensive reporting to Publishers, and to provide
aggregate reporting and targeting to Merchants choosing to advertise with Wishica
Product Ads and third-party partners for similar use. As a rule, non-personally
identifiable information is anonymous and is not used to identify a specific
person by Wishica Product Ads. More information on the Wishica Product Ads
Privacy Policy can be found at http://Wishica Product Ads.com/privacy
16.5 Wishica
Product Ads shall provide an opt-out service for Customers who do not wish for
their non-personally identifiable information to be used for advertising
targeting purposes.
16.6 In order
to promote ethical and transparent use of the Service, the Publisher shall
update its Privacy Policy, About Us or other relevant website section to
include an appropriate statement of disclosure about use of the Technology on
the Publisher's websites. For example: "Our website contains some
affiliate marketing links, which means we get paid commission on sales of those
products or services we write about. Our editorial content is not influenced by
advertisers or affiliate partnerships." In addition, the Publisher shall
be responsible for notifying the Customer (whether through its Privacy Policy
or otherwise) that Wishica Product Ads will be using cookies in the manner set
out in clause 16.4 with details of how any Customer can change its cookie
preferences.
17. LIMITATION OF LIABILITY
17.1 Except as
expressly and specifically provided in this Agreement, all warranties,
conditions, representations and other terms of any kind, whether express or
implied, are to the fullest extent permitted by law, excluded from this Agreement.
In particular, Wishica Product Ads makes no express or implied warranties or
representations with respect to the operation of the Service or Technology
being uninterrupted, error-free, or fit for purpose, and Wishica Product Ads
will not be liable for the consequences of any interruptions to or errors in
the Service.
17.2 Nothing
in this Agreement excludes the liability of either party for any other
liability which cannot be excluded under applicable law, including fraud, or
death or personal injury caused by either party's negligence.
17.3 Wishica
Product Ads shall not be liable for: loss of profits; loss of business;
depletion of goodwill or similar losses; loss of anticipated savings; or loss
of goods; or loss of use; or loss or corruption of data or information; or any
special, indirect, consequential or pure economic loss, costs, damages, charges
or expenses.
17.4 Wishica
Product Ads' total aggregate liability for any claim brought on any legal or
equitable basis in connection with the performance of this Agreement
18. FORCE MAJEURE
Neither party
shall be liable to the other by reason of any event arising which is beyond the
reasonable control of the affected party (including any industrial action (save
in respect of affected party's employees or suppliers), governmental
regulations, fire, flood, disaster, civil riot or war).
19. ENTIRE AGREEMENT
This Agreement
constitutes the whole agreement between the parties relating to its subject
matter and supersedes any prior drafts, agreements, undertakings,
representations, warranties and arrangements of any nature, whether in writing
or oral, relating to such subject matter save that this clause 19 shall not
exclude liability for any fraud of a party.
20. GOVERNING LAW AND JURISDICTION
This Agreement
shall be governed by, and construed in accordance with, the laws of United
States Delaware. In relation to any legal action or proceedings to enforce this
Agreement or arising out of or in connection with this Agreement each of the
parties irrevocably submits to the non-exclusive jurisdiction of the courts of United
States Delaware.
|
|
||||||||