Applicability

These Terms and Conditions (“Terms”) apply to the services (“Services”) provided by an affiliate (“Affiliate”) to MasonClicks, as described herein. By registering as an Affiliate on MasonClicks’s affiliate network, you agree to these Terms. The registration form, these Terms, and the Code of Conduct together form the agreement (“Agreement”) between you, the Affiliate, and MasonClicks. Any amendments to these Terms must be agreed upon and confirmed in writing by MasonClicks. Any other terms or conditions are explicitly excluded.

Definitions

• Ads: Any type of advertising content related to an Advertiser and/or a Campaign.

• Advertiser: A business or professional engaging MasonClicks to provide Services through its network of Affiliates.

• MasonClicks: MasonClicks Limited, a company operating under the trade name MasonClicks, located at Tripoleos 5, 2401, Nicosia, Cyprus, registered with the under number HE45965.

• MasonClicks Statistics: Data interpretations related to Conversions, using affiliate tracking software tools from Everflow.

• Affiliate: A person or entity acting in trade, registered to provide Services on MasonClicks’s network.

• Affiliate Account: The online account provided by MasonClicks to the Affiliate.

• Artificial Traffic: Invalid traffic generated by non-human means or fraudulent actions.

• Campaign: An advertisement campaign available through a specific Landing Page.

• Code of Conduct: Compliance rules for Affiliates, accessible on MasonClicks’s website.

• Commission: The fee paid to the Affiliate per Conversion, minus Artificial Traffic.

• Confidential Information: Non-public information disclosed by MasonClicks to the Affiliate.

• Conversion: The action upon which a commercial deal is based, such as CPM, CPA, CPC, etc.

• Effective Date: The date MasonClicks accepts the Affiliate into its network.
• Intellectual Property Rights: All intellectual property rights, whether registered or not, including trademarks, copyrights, patents, etc.

• Landing Page: The URL related to a Campaign with embedded tracking code.

• Service(s): Targeting services provided by the Affiliate to generate/improve Conversions and collect data to optimize a Campaign.

3. Affiliate Acceptance and Services

• Upon acceptance and confirmation by MasonClicks, the Affiliate will commence providing the Services.

• Within two business days of the Effective Date, the Affiliate will receive access to their Affiliate Account.

• MasonClicks may withhold or deny acceptance of the Affiliate for any reason without liability. Additional information may be requested if the registration form is incomplete or incorrect.

• The Affiliate warrants:
• To perform Services with professional skill and care.
• To follow instructions from MasonClicks.
• That information provided is true, accurate, and complete.
• That none of their mediums contain false or misleading information.
• To comply with the Code of Conduct and all applicable laws and regulations.
• To provide Ads with applicable age ratings.

• The Affiliate indemnifies MasonClicks against any costs or damages arising from third-party claims due to the Affiliate’s non-compliance.

• MasonClicks receives instructions for Campaigns from Advertisers and is not obligated to retain the Affiliate for specific Campaigns.

Compensation and Payment

• The Affiliate is entitled to a Commission for Services provided. MasonClicks will invoice this on behalf of the Affiliate.

• MasonClicks Statistics are used to calculate the Commission, with the Affiliate able to provide contrary evidence. Tracking software tools will monitor traffic and Conversions.

• MasonClicks may install fraud detection tools to prevent Artificial Traffic. The Affiliate must inform MasonClicks of detected Artificial Traffic immediately.

• Payment terms will be determined by MasonClicks, not exceeding one month. The Affiliate Account will show Campaigns, paid, and outstanding Commission fees.

• Disputes regarding invoices or statistics must be raised within seven days of the invoice date, otherwise, the invoice will be deemed accepted.

Term, Termination, and Suspension

• The Agreement is effective from the Effective Date for one year, automatically renewing unless terminated earlier.

• Either party can terminate the Service or Agreement with or without cause by giving 72 hours’ written notice.

• Immediate termination is possible if either party becomes bankrupt or ceases business.

• MasonClicks can terminate or suspend the Agreement if the Affiliate fails to comply with warranties or obligations.

• If an Advertiser requests a Campaign hold or amendment, the Affiliate must comply within 48 hours.

• Upon termination, the Affiliate must cease Services, delete relevant links and Confidential Information, and stop using MasonClicks’s trademarks. Clauses related to intellectual property, confidentiality, and other obligations will survive termination.

Intellectual Property Rights

• MasonClicks owns all Intellectual Property Rights related to its services.

• The Advertiser owns all rights to the Campaign content and Ads.

• MasonClicks grants the Affiliate a non-exclusive, non-transferable right to use Campaign content and Ads solely for providing Services during the Agreement.

• No transfer of Intellectual Property Rights to the Affiliate is intended.

Confidentiality

• The Affiliate must keep Confidential Information from MasonClicks confidential.

• Confidential Information must only be used to fulfill Services or as required by law.

• The Affiliate is liable for breaches of confidentiality by its employees or agents.

• Confidential Information does not include publicly available information or independently developed information.

Code of Conduct and Data Processing

• The Affiliate must comply with the Code of Conduct.

• MasonClicks will inform the Affiliate of any ‘notice and takedown’ requests, requiring immediate action.

• The Affiliate must comply with all applicable laws, including GDPR. The Affiliate indemnifies MasonClicks against any GDPR-related claims.

• MasonClicks may perform quarterly compliance audits.

Liability and Indemnification

• MasonClicks is not liable for any damages resulting from the use or inability to use the Service, except for wilful misconduct or gross negligence.

• MasonClicks is not liable for defects in the Service, URL(s), or Statistics, nor for the content and lawfulness of Campaigns and Ads.

• Any limitation of liability not allowed under applicable law will be limited to the extent required by law.

• MasonClicks’s liability is limited to the amount paid under its liability insurance, or a maximum of €5,000 if no insurance payment is made.

• Claims against MasonClicks must be made within 12 months of discovery or the Agreement’s termination.

• The Affiliate indemnifies MasonClicks against third-party claims arising from the Services or non-compliance with the Agreement, unless caused by MasonClicks’s misconduct.

Miscellaneous

• MasonClicks may amend these Terms, including the Code of Conduct, with 14 days’ notice. The Affiliate may terminate the Agreement if amendments are rejected.

• If any provision is invalid or unenforceable, the remaining provisions remain in effect. MasonClicks will provide a valid replacement provision.

• The Affiliate cannot assign rights or obligations without MasonClicks’s prior consent.

• MasonClicks’s delay or failure to exercise rights does not constitute a waiver.

• Nothing in these Terms creates a partnership or employment relationship between MasonClicks and the Affiliate.

Applicable Law

• These Terms and the Agreement are governed by the laws of Cyprus.

• Disputes unresolved amicably will be decided by the competent court in Cyprus.