Terms of Service

PARTIES

(1) ZOINETWORKS LIMITED (Company Number 06173126)

(2) ZOIADS ADVERTISER (the "Advertiser")

INTRODUCTION

  1. Zoinetworks Limited ("Zoinetworks") operates the Zoiads system, which has the following functions:
    • To provide Cost Per Click advertising served alongside a list of User recommendations within a social network of which the Users are members;
    • To share the Revenue generated through Cost Per Click advertising equally between Zoinetworks and the User; and
    • To facilitate donations by Users of revenue generated through Cost Per Click advertising to a charities or causes supported by the User.
  2. The parties now wish to enter into this Agreement for the purposes of setting out the terms and conditions under which the Advertiser agrees to participate in Zoiads.

      3. IT IS AGREED THAT:

      1 DEFINITIONS

      In this agreement the following words have the meanings set out below

      • "Advert" means the text box written by an advertiser containing a link.
      • "Advertiser" means a third party who has purchased an advert within the application.
      • "Application" means the software application My Recommendations which runs within a social network and contains a list of the User's recommendations and displays relevant adverts when a Zoiword is clicked.
      • "Browser" means a software application designed to display pages from the World Wide Web.
      • "Cause" means an organisation nominated by a User to receive funds through generated by the Zoiads system.
      • "Choose Our Cause" means the service operated by Zoinetworks for the purpose of displaying adverts within a social network.
      • "Choose Our Cause website" means the website located at http://chooseourcause.com and its successors.
      • "Click" means activating a link.
      • "Cost per click" means the amount paid by an advertiser each time a link served within an advert is clicked.
      • "Intellectual Property" means patents, trade marks, service marks, trade names, registered and unregistered designs, trade or business names, copyright, ideas (including, but not limited to, rights in software), rights in confidential information and any other intellectual property rights whatsoever irrespective of whether such intellectual property rights have been registered or not which may subsist in any part of the world.
      • "Page" means a page displayed on the World Wide Web.
      • "Parties" means Zoinetworks and the User.
      • "Payment provider" means a third party provider of payment solutions.
      • "Profile" means a set of pages created by a User within a social network.
      • "Query" means activating a Zoiword.
      • "Revenue" means the revenue generated through Cost per click advertising and shared between Zoinetworks and the User.
      • "Social network" means a service accessible over the World Wide Web which allows people to create a profile and link it to others they know.
      • "Target" means the page to which a User clicking on an advert will be sent.
      • "User" means an individual who has installed the application.
      • "VAT" means Value Added Tax
      • "Zoiads" means the service operated by Zoinetworks for the purpose of displaying adverts within a social network.
      • "Zoiads Website" means the website located at http://zoiads.com and its successors.
      • "Zoiwords" means the terms entered by Users made available to Advertisers to purchase on a cost per click basis.

      2 INTERPRETATION

      2.1 In this Agreement:

      • clause headings are inserted for convenience only and shall not affect the construction or interpretation of this Agreement;
      • references to clauses and Schedules are to clauses and Schedules in this Agreement; and
      • where the context dictates, the singular shall include the plural and vice versa and any gender shall include the other gender.

      3 DISPLAYING ADVERTS

      3.1 Adverts are displayed alongside a list of User recommendations within a social network when the Zoiword(s) purchased by the advertiser is clicked on.

      3.2 Each time the link contained within an advert is clicked the Advertiser shall pay the agreed Cost Per Click to Zoinetworks.

      3.3 Zoinetworks will use its reasonable endeavours to place adverts alongside User recommendations.

      3.4 Zoinetworks does not guarantee any timing, placement or positioning of adverts.

      3.5 Zoinetworks does not guarantee any traffic from adverts.

      3.6 The placing of adverts is at the absolute discretion of Zoinetworks.

      3.7 Adverts from all advertisers purchasing the same Zoiword will be displayed alongside each other.

      3.8 In the event that more advertisers have subscribed to a Zoiword than adverts can be displayed within the My Recommendations application, the advertisers placing the highest Cost Per Click bids will be preferred.

      3.9 The Advertiser agrees and consents to Zoinetworks using automated software to analyse Targets for the purpose of evaluating adverts.

      4 CREATING ADVERTS

      4.1 Adverts shall be created at the Zoiads website, save where Zoinetworks has given express written authorisation to the contrary.

      4.2 The Parties agree that all adverts shall:

      • be written in plain English;
      • contain words and/or sentences of correct spelling; and
      • contain such punctuation as shall be agreed or directed by Zoinetworks from time to time.

      4.3 Where the Target contains the offer of a product for sale, the advertiser must include an accurate price within the advert.

      4.4 If requested advertisers must submit copy for adverts to Zoinetworks.

      4.5 Zoinetworks can at its absolute discretion:

      • refuse to display an advert; and/or
      • require that the Advertiser makes such amendments to an advert as directed by Zoinetworks from time to time.

      4.6 The advertiser shall be solely responsible for targets.

      5 PAYMENT

      5.1 Payment of Revenue shall be made through the Zoiads website.

      5.2 The Advertiser shall set its own budget at the Zoiads website.

      5.3 All payments made by the Advertiser shall be made to Zoinetworks in advance.

      5.4 All prices quoted shall be exclusive of VAT.

      5.5 VAT will be charged on all deposits into the Zoiads system.

      6 PROHIBITIONS

      6.1 The following is prohibited in adverts:

      • Incorrect spelling;
      • Any punctuation apart from commas and full stops;
      • Links to any site which could damage a Users computer;
      • Links to irrelevant content;
      • Links to fraudulent pages; and
      • Links to pages promoting illegal activity.

      7 TERM AND TERMINATION

      7.1 This Agreement will terminate:

      • Upon Zoinetworks' election following a material breach of this Agreement by the Advertiser; and/or
      • Otherwise by a the Advertiser giving Zoinetworks 14 days written notice by email to advertisers@zoiads.com.

      7.2 In all circumstances, notice of termination shall be given by a Party by email.

      8 FORCE MAJEURE

      8.1 Neither party shall be deemed to be in breach of this agreement or shall be liable for any delay or non-performance, or for the consequences of any delay or non-performance which is due to any cause beyond its reasonable control of which it has notified the other party.

      9 CONFIDENTIALITY

      9.1 For the purposes of each party's obligations under this clause 9, "Confidential Information" means all information of a confidential nature in any form whatsoever, including but not limited to the Intellectual Property of which Zoinetworks is the proprietor and/or any information relating to the operation of the Zoiads system.

      9.2 Each party undertakes to the other to keep all Confidential Information confidential.

      9.3 The provisions of clause 9.2 shall not apply to the whole or any part of the Confidential Information that can be shown by the Receiving Party to be disclosed as a requirement of law or any Regulatory Body to whose rule either party is subject.

      9.4 The provisions of this clause 9 shall survive termination of this Agreement for any reason.

      10 NO WARRANTY

      10.1 Zoinetworks expressly disclaims any form of liability, including but not limited to any liability arising out of the operation and/or adequacy of, products or services advertised through the Zoiads system.

      11 NO GUARANTEE

      11.1 Zoinetworks does not guarantee that the Zoiads system will be continuously available at all times.

      12 RIGHTS OF THIRD PARTIES

      12.1 A person who is not a party to this Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.

      13 INTELLECTUAL PROPERTY

      13.1 The Parties agree that all Intellectual Property rights subsisting in the Zoiads system and any materials which are generated as a result of this agreement shall remain or be the property of Zoinetworks. On the expiry or termination of this agreement all such use will stop and the Advertiser does not acquire any rights in such Zoinetworks material as a result of use.

      14 ENTIRE AGREEMENT

      14.1 This Agreement, and the documents referred to in it, constitutes the entire agreement and understanding of the Parties and supersedes any previous agreement between the parties relating to the subject matter of this agreement.

      14.2 Each of the parties acknowledges and agrees that in entering into this agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not).

      14.3 Nothing in this clause 15 shall, however, operate to limit or exclude any liability for fraud.

      15 GOVERNING LAW AND JURISDICTION

      15.1 This Agreement shall be governed by and construed in accordance with English law.

      15.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales in relation to any claim or matter arising under or in connection with this Agreement.