Terms of Service

PARTIES

(1) ZOINETWORKS LIMITED(Company Number 06173126)

(2) CHOOSE OUR CAUSE USER (the "User")

INTRODUCTION

  1. Zoinetworks Limited ("Zoinetworks") operates the Choose Our Cause/Zoiads system, which has the following functions:
    • To provide Cost Per Click Zoiword advertising served alongside a list of User recommendations within a social network of which the User is a member;
    • 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 charities or causes supported by the User.
  2. The Parties now wish to enter into this agreement in order to set out the terms and conditions under which the User agrees to participate in Choose Our Cause/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 Choose Our Cause 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 Choose Our Cause/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.
      • "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.
      • "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.
      • "User" means an individual who has installed the application.
      • "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/or 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 To display adverts a User must install the application.

      3.2 The application runs within a social network of which the user is a member. Its purposes are to:

      • Extract a Zoiword list from data the User has entered into their profile;
      • Allow Users to amend or add new Zoiwords using the interface provided;
      • Display a list of recommendations to anyone who has access to their profile;
      • Display adverts corresponding to Zoiwords contained in the application; and
      • Provide links to advertisers' sites who purchase advertising

      3.3 Zoinetworks will provide advertisers with an interface allowing them to purchase advertising links displayed alongside Users' recommendations.

      3.4 A User will display their recommendations to anyone who has access to their profile.

      3.5 Clicks on advertising links will be monitored for the following purposes

      • Determining the amount of Revenue to be allocated to the User; and
      • Preventing click fraud.

      3.6 Zoinetworks may add new categories of Zoiword from time to time.

      3.7 Zoinetworks may add functionality allowing advertisers to target specific groups of users.

      3.8 Zoinetworks may anonymously aggregate Zoiwords from a User's account to provide advertisers with updated lists of popular Zoiwords.

      4 SHARING REVENUE

      4.1 To participate in Revenue sharing, Users must establish an account at the Choose Our Cause website.

      4.2 When creating an account Users must use their real name.

      4.3 Users are not permitted multiple accounts

      4.4 Once the account has been established it must be linked using the application running in their profile.

      4.5 Once a Choose Our Cause account has been created and linked to the User's profile, Revenue will accumulate whenever an advert is clicked on the User's profile.

      4.6 Accounts will be credited monthly in arrears at the end of each calendar month.

      4.7 Balances will be held in a User's account until withdrawn or donated.

      4.8 Users can withdraw any balance net of the amount charged by their payment provider to process the transaction.

      5 CHARITIES OR CAUSES

      5.1 Users may nominate charities or causes through the Choose Our Cause website to which they can donate their share of the Revenue.

      5.2 Zoinetworks may at its absolute discretion, refuse to authorise or remove from its list of authorised charities or causes, any charity or cause nominated by a User.

      5.3 Charities and/or causes will be automatically rejected or removed where:

      • The charity or cause has already been registered; and/or
      • The charity or cause cannot be contacted; and/or .
      • The charity or cause has ceased to operate.

      5.4 When nominating charities or causes Users must give a working URL and sufficient information for the charities or causes to be contacted by or on behalf of Zoinetworks.

      5.5 When uploading a picture to represent the cause the user certifies they have the right to distribute the picture.

      5.6 Once charities or causes have been accepted, the User may assign a percentage of their Revenue to be donated to the charities or causes.

      5.7 Users may support charities or causes nominated by other Users by searching the Choose Our Cause database.

      5.8 Revenues will be assigned to the charities or causes according to the percentages set at the end of each calendar month.

      5.9 Revenues will be paid to the charities or causes on a monthly basis and in arrears at the end of each calendar month

      6 PROHIBITIONS

      6.1 Users shall not encourage others to generate queries through repeated manual clicks.

      6.2 Users shall not use any automated means to generate queries.

      7 TERM AND TERMINATION

      7.1 The User agrees to participate in the Zoiads system for such period as they display the application on their profile.

      7.2 This Agreement will terminate when the User removes the application from their profile and deletes their Choose Our Cause account through the Choose Our Cause website.

      7.3 Upon termination any outstanding balance owed to the user will be paid to Zoinetworks.

      7.4 The provisions of this clause shall survive the termination or expiry of this Agreement.

      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 Choose Our Cause/Zoiads system.

      11 NO GUARANTEE

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

      11.2 Zoinetworks does not guarantee any clicks or corresponding payments following the installation of the application.

      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 COMMUNICATION

      13.1 The User will contact Zoinetworks regarding any advertising links and shall not contact the advertiser.

      13.2 Communication to Zoinetworks regarding any advertising link should be by email to users@zoiads.com.

      14 INTELLECTUAL PROPERTY

      14.1 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 User does not acquire any rights in such Zoinetworks material as a result of use.

      15 ENTIRE AGREEMENT

      15.1 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.

      15.2 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).

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

      16 GOVERNING LAW AND JURISDICTION

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

      16.2 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.