CHASECLICKS.COM NETWORK TERMS
By joining the ChaseClicks network
you agree to be bound by these Terms and Conditions.
these Conditions the following words have the following meanings unless the
context requires otherwise:
means an individual or
organisation who wishes to Advertise their Web Site on the ChaseClicks Network;
means an advertisement, which has
been accepted by us, placed by an Advertiser;
other specified code) supplied by ChaseClicks that once placed on a Publisher's
site initiates a request for Advertisements when an impression is generated;
means the Web Site or Sites that
an Advertiser has elected for promotion using Advertisements placed on the
means each separate Advertising
Campaign, which is a group of Adverts;
means any loss of profits, damage
to goodwill, economic and similar losses, special damages, indirect losses,
business interruption, loss of business contracts, loss of opportunity and/or
loss of production;
means any contract between you and
us incorporating these Conditions for the provision of the Services;
means liability for any and all
damages, claims, proceedings, actions, awards, expenses, costs and any other
losses and/or liabilities;
means our web-based advertising network
which allows Advertisers to display Advertisements on Publishers' Web Sites;
means an individual or
organisation who has registered with us as a Publisher and who has agreed to
display Advertisements for a share of the revenue generated by Actions;
means the services to be performed
by us for you more specifically described on the Web Site;
means any day from 9.00 am until 6.00 pm
which is not a Saturday, Sunday or statutory public holiday in the United States;
means valid clicks determined by
the ChaseClicks tracking systems;
means the Web Site or
Sites that a Publisher owns upon which they have placed the ChaseClicks AdSpace
Code in order to show Advertisements;
2. Basis Of Contract
Terms and Conditions shall govern the agreement between you and us as an
Advertiser to the exclusion of any other Terms or Conditions. By commencing a
Campaign you agree to accept these Terms and Conditions.
Advertiser Terms and Conditions supersede all previous Advertiser Terms and
Conditions and shall replace any Advertiser Terms and Conditions previously
notified to you.
variation to these Conditions shall be binding on us unless agreed in writing,
including by email, between you and us.
employees, sub-contractors and/or agents are not authorised to make any
representations or warranties concerning the Services unless confirmed by us in
oral warranties or representations shall bind us (unless given by one of our
acknowledge that you do not rely on any representation and/or warranty that has
not been made in accordance with these Conditions.
may modify these Terms and Conditions at any time. Your continuation as an
Advertiser shall be deemed to be your acceptance of any modification which will
apply to any subsequent campaigns placed by you.
Contract begins when we accept your application to become an Advertiser and
will continue until terminated in accordance with these Terms and Conditions.
4. Contract And Campaigns
4.1 We are
under no obligation to accept your application to become an Advertiser.
shall be responsible for the accuracy of the information you provide to us for
registration purposes and for giving us any information necessary for us to
perform the Contract.
try to ensure that all details contained within the Web Site are as accurate as
possible. On the occasion that there is an error, we will advise you about it,
if relevant, as soon as possible.
4.4 If you
cancel this Contract for any reason you shall have no further recourse against
us under this Contract.
for performance cannot be guaranteed. Time is not of the essence in relation to
such dates. They are also subject to any matter beyond our reasonable control.
you and we agree that we have not run a Campaign in a satisfactory manner, your
sole remedy is that we will run the Campaign again at no additional costs to
you. If your Campaign was time dependent and a rerun would be, in our
reasonable opinion, too late, our maximum liability to you will be a refund of
the cost of the Campaign.
may create fictional clicks, which we will not charge for, to run checks on
your Web Site.
6. Advertising Agencies
6.1 If you are an advertising agency,
you shall be deemed to contract as principal and will be responsible for all
payments due under the Contract
shall monitor the number of Actions relating to each of your Advertisements.
shall display the results of the monitoring set out in clause 7.1 on our Web
Site with the corresponding amount of fees to be paid by you.
you dispute any of the Actions displayed on our Web Site, you must contact us
within 3 days of the first display of those Actions. If we continue to
disagree with you over the results from clause 7.1 our decision will be final.
you are entitled to any credits as a result of a promotion by us, such credits
must be used within 90 days of the date that you
and we enter into the Contract to which the promotional offer applies.
8. Payments, Price and Credit Checks
8.1 All payments must be made up-front, in advance of the provision of
the Services by credit card and are non-refundable and can only be applied
toward future clicks on the ChaseClicks network.
8.2 You will
be informed in writing by us of any variation to our charges not less than 30
days before such increase takes effect.
prices are exclusive of any applicable VAT for which you shall additionally be
must notify us immediately and within 24 hours of any query you have in
relation to an invoice or you will be deemed to have accepted the amount set
out in that invoice.
shall not be deemed to be made until we have received cleared funds in respect
of the full amount outstanding. Time for payment shall be of the essence.
shall pay all sums due to us under this Contract without any set-off,
deduction, counterclaim and/or any other withholding of monies.
any Services are cancelled or this Contract terminated before completion of the
Services we shall be entitled to be paid on a quantum meruit basis for that
part of the Services performed. We may invoice you accordingly and such monies
shall be immediately due for payment.
must keep us informed of your current contact details.
may make further enquiries about you with credit reference agencies at any time
during this Contract.
9. Your Responsibilities
must be at least 18 years of age.
are entirely responsible for the form and content of your Advertisements.
shall ensure that all of your Advertisements comply with all relevant legal
requirements and codes of practise.
Advertiser Sites must not contain anything which is prohibited, defamatory,
profane, obscene, illicit, illegal, contrary to public decency or law and order
or which infringes, or is likely to infringe, the rights of third parties,
which causes annoyance or unnecessary anxiety or which contains a virus.
shall ensure that none of your Advertisements and Advertiser Sites encourage
unlawful behaviour, are aimed at children under 13 years of age or encourage
minors to buy products which it is illegal for them to purchase.
shall indemnify and keep indemnified both us and the publishers against any and
all losses, claims, actions, damages, costs (including legal costs on a full
indemnity basis) expenses and any other losses and/liabilities which we or they
may suffer as a result of your breach of clauses 9.3 to 9.5.
in our absolute discretion, reserve the right to withdraw any particular
Advertisement which we consider to be unsuitable.
grant to each Publisher a royalty free non-exclusive licence to publish each of
your Advertisements on the nominated Web Site of the Publisher.
have no Liability if an Advertisement fails to operate properly or if any web
site which can be accessed as the result of Actions fails to operate properly.
10. Security and Passwords
you sign-up, you will be asked to provide a password and security question,
personal and confidential to you, which must not be disclosed to and/or shared
with any other person except us.
are solely responsible for the use of your sign-in details and should keep them
confidential. Use of the Services using your email address and password is
deemed to be use of the Services by you, unless until you inform us of the
loss, theft or use by a third party of the password.
acknowledge the risk, when using the Internet, other Network communication
facilities, telephone and/or other electronics means to communicate, that data
(including personal data), the Network and/or the Services, may be accessed by
and/or interfered with by unauthorised third parties.
10.4 If you
know or suspect that your password or security question has been lost, stolen or
used by another, you must inform us immediately to allow us to change the
password or security question.
you know or suspect that any Actions relating to your Campaign are caused by
the use of automated, programmed, repetitive, artificial, incentivised,
misleading or similar methods, including but not limited to robots, spiders,
auto-spawning browsers, auto reloading, meta refreshes, blind text links,
misleading links, forced clicks, incentivised clicking, coding to alter click
or conversion counts, script generators or any other form of artificial traffic
with the intention of increasing revenue due from Actions, you must inform us
you know or suspect that Advertisements links are contained on web sites which
contain content which is extremist, prohibited by law, defamatory, degrading,
in bad taste, obscene, violent, related to bomb-making or hate-mongering,
infringing of third party intellectual property rights, infected by a virus,
contain spyware, contain peer-to-peer technology, or relates to illegal
substances or child pornography, piracy, hacking, and phreaking you must inform
us immediately. If you know or suspect that Advertisements are published on web
sites which or that employ cloaking, or sites that are under construction, or
contain no meaningful content or where the content is obscured by another page
you shall inform us immediately. Additionally, if you know or suspect that
Advertisements are published on web sites which contain materials that infringe
third party intellectual property rights for example but not limited to illegal
mp3, mp4, DivX, warez, software cracks, EMU or ROMs you must inform us
agree that you will keep confidential and not use except for purposes
contemplated by this Contract all information relating to the Services and all
our confidential business information, which may be disclosed to you or which you
may learn except where such information is public knowledge or is required to
be disclosed by law.
may use statistics from your Advertisements to carry out advertising research,
providing we treat the results so that you cannot be identified.
may refer to our work for you and our relationship with you for marketing and
promotional purposes. We shall not release press releases without your
12.1 If you:-
to make any payment to us when due;
a material term of this Contract;
a term of this Contract and, if the breach is capable of remedy, have not
remedied the breach within 30 days of receiving notice requiring the breach to
breach any one or more terms of this Contract;
or threaten to cease to carry on business, or propose to compound with your
creditors, apply for an interim order under Section 252 Insolvency Act 1986 or
have a Bankruptcy Petition presented against you, enter into voluntary or
compulsory liquidation, have a receiver, administrator or administrative
receiver appointed over all or any of your assets, or take or suffer any
similar action in any jurisdiction;
to us due to your credit rating to be financially inadequate to meet your
obligations under the Contract; and/or
reasonably to us to be about to suffer any of the above events; then we have the
right, without prejudice to any other remedies, to exercise any or all of the
rights set out in clause 12.2 below.
any of the events set out in clause 12.1 above occurs in relation to you then:-
may withhold the performance of any Services and cease any Services in
may cancel, terminate and/or suspend without Liability to you any agreement
with you; and/or
monies owed by you to us shall forthwith become due and payable.
13. Limitations On Liability
shall have no Liability for defective Services:
the defect has been caused or contributed to by you;
the price for the Services has not been paid in full by the due date for
the event is notified to us within the appropriate time limit set out in this
shall have no Liability to you:
13.2.1 for damage,
loss, liability, claims, costs or expenses caused or contributed to by your
continued use of defective Services after a defect has become apparent or
suspected or should reasonably have become apparent to you.
the extent that you are covered by any policy of insurance and you shall ensure
that your insurers waive any and all rights of subrogation they may have
any matters which are outside our reasonable control; and/or
any Consequential Losses.
shall give us a reasonable opportunity to remedy any matter for which we are
liable before you incur any costs and/or expenses in remedying the matter yourself.
If you do not do so we shall have no liability to you.
shall be under a duty to mitigate any loss, damage, costs or expenses that you
13.5 Our total
Liability to you shall not exceed the amount that you have paid us under this
Agreement until the event giving rise to the Liability.
of the limitations and/or exclusions in this Contract shall be deemed to be
repeated and apply as a separate provision for each of:
for breach of contract;
in tort (including negligence);
for breach of statutory duty; and
for breach of Common Law.
clause 13.5 above which shall apply once only in respect of all the said types
in this Contract shall exclude or limit our Liability for death or personal
injury due to our negligence or any Liability which is due to our fraud or any
other liability which it is not permitted to exclude or limit as a matter of
warranties, terms, Conditions and duties implied by law relating to fitness,
quality or adequacy are excluded to the fullest extent permitted by law.
addition to the termination rights set out at clause 13.1.2, we may suspend or
terminate this Contract without notice if you breach any of the Terms and
Conditions set out in clause 9 or commit any other material breach of this
14.2 Either party may terminate this Contract on 8 weeks' written
may terminate this Contract and the provision of the Services at any time. If
this termination is not due to your actions or omissions under paragraphs 9 or 12.2,
we will reimburse you for General Charges you have paid and for which you are
not receiving these Services.
agree to indemnify and keep indemnified us against any and all losses,
proceedings, lost profits, damages, awards, expenses, costs (including
increased administration costs and legal costs on a full indemnity basis),
claims, actions and any other losses and/or liabilities suffered by us and
arising from or due to any breach of contract, any mistakes in the content of
any Advertisements, any tortious act and/or omission and/or any breach of
statutory duty by you.
waiver by us of any breach of this Contract shall be considered as a waiver of
any subsequent breach of the same provision or any other provision.
any provision of this Contract is held by any competent authority to be invalid
or unenforceable in whole or in part the validity of the other provisions of
this Contract and the remainder of the affected provision shall be unaffected
and shall remain in full force and effect.
15.4 We shall
have no Liability to you for any delay in performance or failure to deliver all
or any part of this Contract (other than in relation to payment) to the extent
that such delay is due to any events outside our reasonable control including
but not limited to acts of God, power outages or surges, Network disruption, war,
flood, fire, labour disputes, subcontractor delays, strikes, lock-outs, riots,
civil commotion, malicious damage, explosion, governmental actions and any
other similar events. We shall have no liability to you if we decide to
withdraw any of your Advertisements due to professional embarrassment or bad
taste, for example in connection with a terrorist incident.
shall not assign your interest in the Contract (or any part) without our written
consent. We may assign all or part of our interest in the Contract.
third party rights are excluded and no third party shall have any right to
enforce this Contract.
Contract is governed by and interpreted in accordance with US law and the
parties agree to submit to the exclusive jurisdiction of the US courts.