PLEASE READ THIS AGREEMENT CAREFULLY; IT IS A BINDING CONTRACT.
ayboll's ToU are subject to change at any time. Amended ToU will be posted on the Site and be automatically effective and binding. For users' convenience, the date of the last revision is included at the top of this page. ayboll reserves the right to make changes to the Site and/or the Service at any time. You understand and accept that ayboll may discontinue or limit use of the Site and/or the Service for any reason, at any time, with or without notice.
Your use of the Site AND/OR THE SERVICE, or BY clicking the "I Accept" button presented with this form in click-through format, you acknowledge and accept its terms and conditions as they relate to the Site and the Service, including any modifications made by ayboll. This is a binding agreement.
3. ToU Updates
4. Description of Services
The Site lets users select from a range of Services, as described below. The Services ayboll provides refer to articles, blog posts, user comments, messages, information, data, graphics, photographs, images, illustrations, software, audio clips and video clips ("Content") on the Site, displayed via the Software and accessed by users of the publishers website, provided by the publisher and promoted through the Services.
4.1. Insertion of Promoted/Sponsored Content
You may elect to use ayboll's Software and Services to display links on your registered websites to paid third-party Content ("Promoted Content"). If you so choose, you will earn a revenue share from the traffic generated thereby. The amount ("Revenue Share") payable to you will be 50% of the net revenue actually received by ayboll as related to such traffic, from the advertiser, as determined by ayboll, under its complete and sole discretion. Revenue Share payments will be made in accordance with Section 14.
Publisher may add or remove blogs/sites to the network account.
Terms of this Publisher Agreement shall apply to all sites added in the future.
4.2. The ayboll Ads Rating system
ayboll operates an advertising rating ("Ads Rating") system on the Software/the Service. The Ads Rating system allows users to block images and text that they deem inappropriate, from the Software/the Service. You acknowledge that the filters associated with ayboll's Ads Rating System may not be 100% accurate. ayboll publishers are provided with three levels of Ads Ratings: (i) "safe" - filters sexually explicit images and text from the Software/the Service's promoted recommendations, including promoted recommendations that might link to explicit content. (ii) "moderate" - filters sexually explicit images and texts from the Software/the Service's promoted recommendations, but does not filter promoted recommendations that might link to explicit content. (iii) "adult" - No filter. Graphic depictions of sexual acts including, but not limited to pornographic material could appear in the Software/the Service's promoted recommendations and might link to explicit adult content.
4.3. Exchange content insertion
You may elect to use the Software and the Service to have your content linked and displayed on the websites of other users of the Service, in exchange for your agreement to allow ayboll to display and/or promote third-party Content on your website (collectively, "Exchange Content"). ayboll makes no representation, warranty or guaranty regarding neither the type and/or quality of traffic generated by your Exchange Content, the relevance of the destination websites where your Exchange Content is displayed, the relevance of the third-party Exchange Content displayed on your website, nor the frequency at which your Exchange Content will be displayed. This portion of the Service is provided to users free of charge.
5. Termination of Service
ayboll reserves the right to deny use of the Site/the Service to any person and to reject any Content, for any reason and under ayboll's sole and total discretion. The Service is offered with the understanding that ayboll may terminate any account registered to you and limit your access to the Service at any time, for any reason, without restriction, pursuant to any violation of this ToU. ayboll may cease offering and/or supporting the Service or any portion thereof, at any time.
6. Accounts and Security
You represent that you are an adult and have the capacity to enter into a binding contract according to the laws of the jurisdiction where you reside.
To access the Service, you must create a user account. A user account is created by completing the standard registration process on the Site. Registration will give you the ability to control certain settings within the Service. Depending upon which of the Services you select, you may be required to supply contact and/or other information.
6.3. Account Security
Account security maintenance is of utmost importance. Users are entirely responsible for maintaining the confidentiality of their own account passwords. You agree to immediately notify ayboll if you suspect that your account has been accessed wrongfully or your account's security was compromised in any way.
6.4. Account Sharing or Transfer
Users may not share or transfer an account. You may allow your underage child to use an account registered to you, under the condition that you accept full responsibility for his/her conduct and the consequences of his/her account access. You may not disclose your account password to a third party.
Neither party will share confidential information about this agreement. Confidential information includes the terms of this agreement, impressions the publisher delivers, CPMs generated by the ayboll widget, traffic quality, logins or passwords, click through rates, screen shots or copies of this agreement.
You have the right to terminate the account registered to you at any time and can do so by sending an e-mail to: email@example.com. You must contact ayboll using the same e-mail address with which you registered your account. ayboll may ask for your personal information for security purposes prior to final termination of an account.
6.6. Effect of Account Termination or Cancellation
Accounts terminated by ayboll resulting from any type of abuse, or any violation of this ToU, may not be reactivated under any circumstances.
7. Software License
7.1. License Grant
Subject to the terms of this ToU, ayboll hereby grants a limited, non-exclusive, personal, non-sub-licensable, non-assignable license to (1) download, install and use the Service and any application program interface or any other software code that ayboll may make available to you at any time (collectively, "the Software") to (2) develop, duplicate and distribute (a) promotional capabilities that inter-operate with the Site or any other online entity owned by ayboll; (b) any ayboll end-user documentation, solely when bundled with the Service; and (c) any upgrades, updates and new versions of the Software and related Services, as further described below. This license shall include usage rights for any ayboll intellectual property rights associated with use of the Software, other matters related to the Service, and the ayboll end user documentation, solely in relation to use of the Service as described above. The Software may only be used in relation to the Service and in accordance with this ToU and any other rules, restrictions or documentation set forth by ayboll at any time.
7.2. Third Party Software and Services
7.3. Proprietary Rights
As between you and ayboll, the Service, the Software, all data and information originating thereof, and all intellectual property rights in and relating to the Software will always remain the sole and exclusive property of ayboll, as protected by relevant intellectual property laws and treaties. All data and/or information related to the Site or collected by way of the Service on any website will be the sole property of ayboll. You acknowledge that you do not acquire any ownership, or rights thereof, to the Service or related data.
7.4. End-User Licensing
8. Restrictions and Conditions of Use
8.1. Use of Site and Service
As a condition of use, you acknowledge and agree that you may not use the Service for any purpose not intended or condoned by ayboll. You agree not to license or create derivative works from, transfer, sell or re-sell any information, content, software or services obtained from the Site. ayboll reserves the right to add or remove information, Content or Services from the Site at any time and at its sole discretion.
8.2. Violation of Laws
You agree that you will not, in related to your use of the Site, Software or the Service, violate any laws or regulations applicable thereto. Without limiting the aforementioned, you additionally agree that you will neither disseminate through the Software, Site and/or Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party whatsoever (including rights of privacy or publicity).
8.3. Software License Restrictions
Notwithstanding anything to the contrary, you may not: (i) remove any proprietary notices from the Service or any copy of the Software; (ii) cause, allow or authorize the modification or creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Software or the Service; (iii) sell, assign, rent, lease, act as a service bureau for, or grant rights in the Software or the Service, including, without limitation, through sublicense, to any other entity without the prior absolute written consent of ayboll; or (iv) make any false, misleading or deceptive statements or representations regarding ayboll and/or the Software or the Service.
8.4. Misuse of the Site and/or the Service
You may not connect to or make use of the Site and/or the Service in any way not expressly allowed by this ToU. Without limiting the aforementioned, you agree not to: (1) carry out, assist, or become associated with any type of attack, including but not limited to "denial of service" attacks, upon the Site and/or the Service or otherwise disrupt the Site and/or the Service or any other user's use of the Site and/or Service; (2) attempt to gain unauthorized access to the Site, the Service, user's accounts, or other computer systems or networks connected to the Site and/or the Service; (3) use the Site and/or the Service for any illegal or unauthorized purpose whatsoever; (4) use the Site and/or Service to post or disseminate, or cause to be posted or disseminated, any communication or proposition designed or intended to obtain password, account, or private information from any ayboll user; (5) use the Service to submit posts or comments linking to affiliate programs, multi-level marketing schemes, sites/blogs repurposing existing material (source hops), or off-topic content; or (6) use the Service with the intention of artificially inflating, deflating or altering the Service, including through the creation of separate user accounts for the purpose of artificially altering ayboll's services; artificially inflating clicks on Promoted Content or participating in any other organized effort that intends in any way to artificially alter the results of the Service. Additionally, you agree not to use the Site or the Service to develop, create, transmit or store information, including any Content that, or use the Service on any website, that: (a) is offensive, harmful, obscene or hateful; (b) in any way obstructs or interferes with another user's use of the Site and/or the Service; (c) involves any unsolicited commercial communication not permitted by law; (d) constitutes harassment or a violation of privacy or threatens other individuals or groups of people; (e) harms the wellbeing of children in any manner; (f) violates any law, regulation or ordinance; (g) makes any false, misleading or deceptive statement or representation regarding ayboll and/or the Software or the Service; (h) constitutes phishing, pharming or impersonates any other person, or illegally obtains or assumes another individual's identity (whether real identity or virtual i.e. a nickname/alias); (i) displays obscene, libellous, infringing, offensive or defamatory content; (j) participates in, or encourages participation in, illegal activities; (k) promotes hate or discrimination; or (L) enables the sale of firearms or any illegal substances. ayboll may and will remove any Content from the Site and/or the Service for any reason (including, but not limited to, upon receipt of claims or complaints from third parties or authorities relating to such Content), at any time.
8.5. Commercial Use
You agree that you will not use the Software, the Site or the Service for any commercial purpose or for the benefit of any third party, except as allowed in this ToU. You will not collect money from any person, or receive any compensation for the use of the Software, the Site or Service.
8.6. Data Mining and Harmful Code
You agree that you will not (1) access or attempt to access any information from the Service, including but not limited to e-mail information of other users or other Software data; (2) intercept, examine or otherwise view any proprietary communications protocol used by the Software or the Service, whether through the use of a network analyzer, packet sniffer or other device; or (3) use any type of bot, spider, virus, worm, clock, timer, counter , software lock, drop dead device, Trojan-horse routing, time bomb, trap door, or any other codes, instructions, programming or third-party software that is designed to provide a means of fraudulent or unauthorized access to, or alter, delete, damage or disassemble, the Software, the Site or the Service.
9. Links & Images
9.1. Links & Images from the Site and Services
The Site may contain, and Services may generate links and/or images to websites operated by third parties, including Promotional Content, Exchange Content and other user-generated Content. Users visit these websites at their own risk. Link-to websites are neither operated by ayboll, nor is ayboll responsible in any way for the content available on its Software/Service and on other websites. Such links and/or images do not imply ayboll's endorsement of the material on any other website. ayboll denies all liability with regard to a user's access and use of such links and/or images to other websites.
9.2. Links to the Site
Unless you have obtained a written agreement from ayboll stating otherwise, you must adhere to ayboll's linking policy as follows: (1) the appearance, layout and all qualities of a link may not in any way damage or dilute the good reputation of ayboll and/or its licensors' names and trademarks, (2) the appearance, position and other qualities of the link may not falsely portray or suggest that you, your business or entity is sponsored by, affiliated with, or associated with ayboll, (3) when chosen by a user, the link must display the Site on full-screen and not within a "frame" on the linking Site, and (4) ayboll reserves the right to revoke its consent to the link at any time and at its sole discretion.
10. Representations and Warranties
You represent and grant permission to ayboll that (1) you are the owner (or authorized licensee) of the copyright or other intellectual property rights in any Content provided to ayboll by you, and have the right to deliver to, and authorize ayboll to, display, distribute and exploit such Content in the manner outlined by this ToU, without additional fees or payments whatsoever to any third party, (2) you shall not impersonate any person, business or entity or otherwise misrepresent an affiliation with a person or entity; and (3) none of your Content shall violate the terms of Section 8.4.
11. Intellectual Property
The Site, the Service and the Software and the content made available through them are protected by international copyright laws. Except for your authorized use of the content in connection with the Service for which we have the appropriate licensing rights or as allowed in this ToU, you may not use, modify, duplicate or distribute any of the content, design or layout of the Site, the Service or the Software, or individual parts of the content, design or layout of the Site without ayboll's express prior written consent.
11.3. Copyright Agent
ayboll respects the intellectual property rights of others and requires that its users do the same. ayboll maintains a policy of account termination in circumstances of inappropriate use the Site and/or the Service with repeat infringements. If you believe that your work has been used in a way that constitutes copyright infringement, please forward the following information to ayboll (firstname.lastname@example.org
• Your address, telephone number, and e-mail address
• A description of the copyrighted work that has been infringed upon
• The location of the alleged infringing material
• A statement describing your honest belief that the use in question is not authorized by you, the copyright owner, its agent, or the law
• An electronic or physical signature of the copyright interest owner or an individual authorized to act on his/her behalf
The Site and the Service are owned by Bullseye Ventures LTD. Users that access the Site, and/or the Service from locations outside the United Kingdom do so of their own will and are bound by the relevant laws of the jurisdiction in which they reside.
13. Submitted Content
ayboll does not claim ownership of any Content you make available through the Service. ayboll's may include such Content in the Service, in whole, in part, or in a modified form. With respect to Content you make available through the Service and your registered and unregistered trademarks, service marks, trade dress, graphics or logos ("Licensed Marks"), you grant ayboll a perpetual, irrevocable, non-terminable, worldwide, royalty-free, fully paid-up and non-exclusive license to use, copy, disseminate, publicly perform, display, modify, create derivative works, and sublicense such materials or any part of such materials in any of the following ways: (1) on the Site or any ayboll blog, newsletter, communication or business development, marketing or publicity materials, (2) as any part of the Service; (3) on any third-party website connected to the Service, including but not limited to, the display of your Exchange Content on third-party websites, and (4) in any other reasonable manner that ayboll might be expected to use such Content and Licensed Marks. You hereby represent, warrant and affirm that any Content you provide does not include anything to which you do not have the full licensing rights as specified in this Section 13. Content supplied by you, to us in, shall be in such formats and otherwise consistent with ayboll's current and prevailing specification requirements at that time. You grant ayboll the use of your name, Licensed Marks and logos, or to otherwise refer to you, in its marketing materials and websites as part of a list of ayboll customers, and in any advertisement, news article or other publication of ayboll for the purpose of publicizing these ToU and/or ayboll's relationship with you. ayboll reserves the right to activate your campaign once the pertinent funds have been added to your account and content has been approved by our team.
14. Reporting; Terms of Payment
14.1. Revenue Share
If you choose to display Promoted Content, ayboll will report any relevant Revenue Share earned by you through an online reporting tool, accessible to you, for your review. You will be paid any Revenue Share based on ayboll's reporting. ayboll shall dispense Revenue Share payments after you process a cash out request, as instructed on ayboll's website. Payment requests will be processed within 60 days from the end of the month in which you requested a cash out, provided that ayboll shall not be obligated to make any payment to you until you have earned at least $100.00 of unpaid Revenue Share.
Payments to you may be withheld or adjusted to subtract any amounts refunded or credited to advertisers and/or any amounts stemming from unauthorized or invalid activity, as determined by ayboll at its sole discretion.
Advertisement revenue refers to Sponsored Recommendations served on the Publisher pages & websites.
The publisher of any content is responsible for all applicable taxes (including but not limited to VAT) with respect to payments received from ayboll. The publisher will provide a VAT invoice for any payments made to him/her by ayboll if so requested by ayboll.
The Site and the Service are not geared towards children under the age of 13. ayboll does not knowingly collect information from children under the age of 13 or allow them to be create an account or access account features. Individuals under the age of 13 may not submit any personally identifiable information to ayboll.
16. Disclaimer of Warranties
You hereby acknowledge that ayboll does not control, nor have an obligation to take any action regarding: the type or quality of users having access to the Service; any effects the Service may have on you, your website or equipment; the accuracy of or how you might interpret, rely, or use the Service including but not limited to any loss of reputation of yours or your entity's including loss of traffic on your website or the website of any of your affiliates; or what actions you may take as a result of contact with the Service. You further agree that ayboll shall not be responsible or liable in any way, directly or indirectly, for any damage or loss caused, actually or allegedly, by or in connection with use of, or reliance upon, any Content, goods or services available at or through any third party website linked-to or referred to by the Service. You release ayboll from all liability with respect to the Service, and any Content or information provided or accessed through the Service or the Site. The Site may contain, or direct users to websites containing material that might be offensive or inappropriate to some individuals. Content contained in or accessed through the Service or the Site, including but not limited to Promoted Content or Exchange Content, does not reflect upon ayboll in any way, and ayboll shall not be responsible or liable for the contents, accuracy, copyright compliance, legality or decency of third party Content or services accessed through the Service or the Site, or for your faith in or dependence upon on any of the aforementioned. ayboll does not make any representation, warranty or guarantee of the amount or quality of traffic that users will receive under this Agreement. THE SITE, THE SOFTWARE AND THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. AYBOLL DOES NOT GUARANTEE THE ACCURACY, WHOLENESS, OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH, OR THE GENERAL PERFORMANCE OF, THE SITE, THE SOFTWARE OR THE SERVICE. IN ADDITION AND WITHOUT LIMITING THE AFOREMENTIONED, AYBOLL SPECIFICALLY DENIES ANY WARRANTY REGARDING (1) THE NUMBER OF PEOPLE WHO WILL VIEW THE CONTENT, AND (2) ANY BENEFIT YOU MIGHT RECEIVE FROM DISPLAY OF THE CONTENT BY AYBOLL. YOU ARE RESPONSIBLE FOR THE VERIFYING OF ANY PERTINENT INFORMATION BEFORE RELIANCE UPON IT. YOU USE THE SITE AND THE SERVICE AT YOUR OWN RISK. AYBOLL MAKES NO CLAIM THAT YOU WILL (1) BE ABLE TO ACCESS OR USE THE SITE AND/OR THE SERVICE AT ANY PARTICULAR TIME AND/OR LOCATION, INCLUDING ANY TIME AND/OR LOCATION OF YOUR CHOICE; (2) THAT THE SITE AND/OR THE SERVICE WILL BE UNDISRUPTED AND ERROR-FREE; (3) THAT ERRORS AND DEFECTS WILL BE CORRECTED; OR (4) THAT THE SITE AND/OR THE SERVICE WILL BE FREE OF VIRUSES AND OTHER HARMFUL ELEMENTS. In the case that your state or jurisdictions does not allow for the disclaimer of implied warranties, the preceding disclaimer might not apply to you.
17. Limitation of Liability; Sole and Exclusive Remedy
TO THE MAXIMUM EXTENT LEGALLY PERMITTED, AYBOLL, ITS AFFILIATES, LICENSORS AND PARTNERS (COLLECTIVELY THE "RELATED PARTIES") DISAFFIRM ALL LIABILITY, WHETHER DERIVING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND FURTHER DISCLAIM ALL LOSSES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING FROM OR CONNECTED TO ACCESS TO OR USE OF THE SITE, THE SOFTWARE, AND/OR THE SERVICE, EVEN IF AYBOLL AND/OR RELATED PARTIES HAVE BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE AFOREMENTIONED, IN NO CASE SHALL THE LIABILITY OF AYBOLL OR ANY OF THE RELATED PARTIES EXCEED THE LESSER OF (X) THE TOTAL REVENUE SHARE AYBOLL PAID TO THE USER DURING THE SIX (6) MONTHS PRIOR TO THE TIME THE CAUSE OF ACTION GIVING RISE TO LIABILITY FIRST AROSE, IF SUCH SUM WAS GREATER THAN $0 OR (Y) $100.00.
In the case that your state or jurisdiction does not allow for the exclusion or limitation of liability for consequential or incidental damages, the liability of ayboll and Related Parties shall be limited to the fullest extent permitted by law.
You agree to indemnify, defend and hold ayboll and the Related Parties unaccountable and free from any and all claims, demands, damages or other losses, including reasonable attorney's fees, resulting from or arising from your use of the Site, the Software and/or the Service or any breach by you of this ToU or any other policy that ayboll may issue for the Site, the Software and/or Service from time to time.
19. Governing Law and Jurisdiction
These ToU, the Site and/or the Service or any dispute arising out of or related thereto, will be governed solely by the laws of the United Kingdom, regardless of a your country of residence or from where you access the Service, and without creating to any conflicts of legal principles, which might result from the application of laws of any jurisdiction other than the United Kingdom.
The competent courts in London shall have sole and exclusive jurisdiction over any claim made in connection with the Service and regarding any matter relating to the validity, applicability, performance or interpretation of these ToU. You agree to the exclusive jurisdiction of the above mentioned courts, agree to accept service of process by any means permitted by the applicable laws and hereby waive any jurisdictional, conflict of law or venue defences that might otherwise be available to you.
20. Fraudulent Activity
20.1. Fraudulent Activity
ayboll shall not be liable to Publisher or any third party for any payment for impressions, page views or click-throughs resulting from actions used to artificially increase impressions, page views or click-throughs, including but not limited to incentivized, automated (e.g., bots, spiders) or otherwise deceptive or artificial means, ("Fraudulent Activity"). Publisher shall take reasonable steps to prevent such Fraudulent Activity by blocking IP addresses and/or Publisher’s user accounts connected to such Fraudulent Activity. Publisher shall cooperate with ayboll in any effort to investigation and/or combat possible Fraudulent Activity, including giving access to Publisher’s access logs and other customer and affiliate records, to the extent that such cooperation by the Publisher is commercially feasible, reasonable and not in violation of any agreement between the Publisher and a third party. If ayboll finds that the Publisher has purposefully engaged in Fraudulent Activity, then, in addition to its other rights and remedies, ayboll may terminate this Agreement effective upon notice and withhold payment to a maximum of the amount generated through Fraudulent Activity.
ayboll will have the sole rights to determine if clicks are considered to be fraudulent.
ayboll shall not be liable to Publisher or any third party for payment for impressions, page views or click-throughs as the result of any activity generated through adware. Any software that is located on a user’s computer and that generates advertising impressions, page views or click-throughs shall be considered adware.
21.1. ToU Revisions
This ToU may only be amended in a written document, bearing ayboll's signature, or that of an authorized ayboll representative, or published by ayboll on the Site.
21.2. No Partnership
You acknowledge and affirm that no joint venture, partnership, employment, or agency relationship exists between you and ayboll resultant from this ToU or your use of the Service and/or the Software.
ayboll may assign this ToU, in its entirety or in part, to any individual or entity at any time, without obtaining your consent. You may not assign the ToU without ayboll's prior written consent; any such unauthorized assignment by you shall be invalid and of no effect.
If any part of this ToU is found to be invalid or unenforceable, that portion shall be extracted, and the remainder of the ToU shall be given full force and effect.
21.5. Attorney's Fees
In the event of any litigation or arbitration, brought by any party in connection with this ToU, the prevailing party shall be entitled to reclaim from the other party all the reasonable costs, attorneys' fees and other related expenses incurred by such prevailing party in connection to the litigation.
21.6. No Waiver
ayboll's failure to enforce any provision of this ToU shall in no way be considered a present or future waiver of such provision, nor in any way change the right of any party to enforce each and every such provision thenceforth. The express waiver by ayboll of any provision, condition, clause or requirement of this ToU shall not be considered a waiver of any future requirement to comply with such provision, condition, clause or requirement.
21.7. Equitable Remedies
You acknowledge and affirm that ayboll will be irreparably damaged if the terms of this ToU were not specifically enforced and abided by; therefore you agree that ayboll is entitled, without bond, other security, or proof of damages, to seek and appropriate equitable remedies in the case of a breach of this ToU, in addition to any other remedies available to ayboll under relevant laws.
21.8. Entire Agreement
This ToU, including the documents specifically incorporated by reference, constitutes the entire agreement between you and ayboll as concerns the Site and/or the Service and supersedes any and all prior or contemporaneous communications, whether electronic, oral or written, between you and ayboll regarding the Site, the Software and/or the Service.