You agree to the terms and conditions outlined in this Terms of Use Agreement ('Agreement') with respect to this Web site (the 'Site'). This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content and computer programs provided by or through the Site, and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to each use of the Site.

 

 

The following terms and conditions (this “Agreement”) are a legal Agreement and made effective by and between you (“Partner”) and OJO7 LLC (“OJO7”), a Delaware corporation having its principal place of business at 544 Arguello Blvd, San Francisco, CA 94118 USA.

 

Partner and OJO7 are referred to each individually as a “Party” and collectively as the “Parties.”

 

 

BACKGROUND

 

A. Partner is a provider of digital marketing and lead generation services.

 

B. OJO7 is a digital marketing provider of customer acquisition solutions by matching its client’s requirements with the profiles made available through its proprietary lead generation & customer acquisition platform and its network of partners.

 

C. Partner and OJO7 agree to collaborate, so that Partner generates Leads through digital marketing campaigns that leverage Partner’s platform and network.

 

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

 

 

1.    Definitions

 

“Click” means any activity that directs the Customer to the OJO7’s selected digital property.

 

“Cookie” means a technical solution used to authenticate users and Customers, to maintain session, as well as to store specific information related to the user and Customers.

 

“CPA (Cost Per Action)” means a fee paid per qualified action (Click, sale, registration) from a Lead Generation Campaign.

 

“CPC (Cost Per Click)” means a fee paid for every Click on a digital property that is part of a Lead Generation Campaign.

 

“CPL (Cost Per Lead)” means a fee paid for any activity of a Lead Generation Campaign that does not require the Customer to make a purchase.

 

“CPS (Cost Per Sale)” means a fee paid for each successful sale.

 

“CPT (Cost Per Thousand)” means a fee paid for each 1000 views of a digital property (banner, link or other advertising material) on any Lead Generation Campaign

 

“Customer” means any user, person or entity with whom Partner interacts during a Lead Generation Campaign.

 

“Fee” means a remuneration paid to Partner for certain Lead generation activities agreed by the Parties.

 

“Information module” (IM) - a static (with an unchanged image), or animated, graphic or text-graphic rectangular, square or other form block of information located on digital properties and containing a transition code (hypertext link) to OJO7 destination internet properties (lead implementation Web page).

 

“Lead” means a Customer that has met the requirements set by OJO7, is offered to sign up to OJO7 or OJO7 client’s offering by filling a direct contact form and has expressed written interest in the services provided by OJO7 or OJO7’s client.

 

“Lead Generation Campaign” means a marketing campaign launched and managed by Partner that is directed to Customers for the purpose of turning such Customers into Leads

 

“Tracking code” means a JavaScript or PHP code placed on a digital property to count the Customers attracted during a Lead Generation Campaign.

 

2.    Services.

 

2.1           Object. Partner generates Leads to OJO7, through customized Lead Generation Campaigns that are launched and managed using Partner’s platform and network. In return, OJO7 agrees to pay certain Fees as agreed and detailed in writing between the Parties.

 

2.2           Responsibilities of the Parties

2.2.1      Partner shall ensure that OJO7 IM is placed on digital properties and in the amounts determined by the Contractor at his sole discretion, with the exception of digital properties and IM formats that the Parties had agreed in advance to exclude (including but not limited to pornographic, violent and illegal websites and digital properties).

2.2.2      Partner shall not use any illegal or unfair methods of attracting Customers, including: a) carry out brokered traffic, b) use of words prohibiting contextual advertising of branded traffic in search engines (Google, etc.), as defined by OJO7, c) Cookie stuffing, d) cashback offers (the invited Customer receives a compensation equivalent to the expense sustained to purchase OJO7’s services), e) create a clone site to OJO7’s website and social media sites, f) maintaining traffic of landing pages with a content exclusively about the Customer on the competitors' sites or sites of comparison services, g) activate the site in the background browser window, h) activate the site in an IFrame, i) advertise OJO7's products, including the delivery of SMS and emails on behalf of OJO7, j) use and/or copy text/design, video and photo materials from OJO7’s website, k) use OJO7's trademark in the domain name of digital properties, social media pages, etc.

2.2.3      Partner delivers a Lead to OJO7 with data including (1) offer ID, (2) publisher ID, (3) Click ID, (4) lead ID, (5) traffic source, (6) utm parameters, that enable the determination that a particular Lead was directed to OJO7’s digital property.

2.2.4      At the end of the reporting period, Partner will provide OJO7 with information and statistics about the implementation of Lead Generation Campaigns.

2.2.5      Partner will nor report and will not include in the invoice to OJO7 such Leads that were received through any aforementioned unfair means and such Leads will not be subject to payment by OJO7.

2.2.6      Partner has the right to unilaterally suspend the provision of services until all the circumstances associated with the malfunctioning of the control pixel are clarified.

2.2.7      Partner is responsible for actions and results of actions of third parties under Partner’s direct or indirect supervision that were involved in the Lead Generation Campaign (including and not limited to violations related to the use of the OJO7’s brand and/or trademark without its knowledge and consent, for the use of words that prohibit contextual advertising of brand traffic in search engines, etc.).

2.2.8      Partner represents that it owns the rights to post IM on digital properties and websites. Should any claim be made against OJO7 by third parties in connection with the violation of this representation, Partner undertakes to settle the dispute independently at his own expense and reimburse OJO7 for losses and expenses related thereto.

2.2.9      Partner shall provide high-quality Leads and shall meet a minimum threshold of ten percent (10%) success rate, where success rate is the successful completion of the product or service request application by a Customer.

2.2.10    OJO7 will pay Partner for its services in full and on time in accordance with the terms hereof.

2.2.11    OJO7 will provide Partner with all necessary information and materials necessary for the performance of this Agreement and will promptly inform Partner of any changes related to such materials and information.

2.2.12    OJO7 will ensure the availability of a control pixel on its digital properties, as agreed in writing between the Parties, and not to perform actions that may lead to the absence of its correct functioning or to an incorrect functioning, including by changing its program code or HTML code of the web page where the control pixel is located.

2.2.13    OJO7 will promptly notify Partner of all actions that may lead to the absence of functioning or to the incorrect functioning of the control pixel, as well as any operations related to its program code.

2.2.14    OJO7 is responsible for the properly servicing, hosting, maintaining, and the other activities related to the proper functioning of its digital properties and the fulfilment of its obligations under the Agreement.

2.2.15    The Parties understand and agree that all Leads received will be considered legitimate and will be charged as such, unless disputed within fifteen (15) days from the end of the reporting period or the invoice, whichever is later.

2.2.16    Credit for disputed Leads will be given under the following conditions or circumstances:

2.2.16.1        Lead contains fraudulent or fake contact information.

2.2.16.2        Lead is from a different country than what the Parties agreed to for the execution of the Lead Generation Campaign.

2.2.16.3        When Fees are calculated on a CPA basis, OJO7 shall inform Partner if the Lead a) submitted the service and/or product application, b) the service and/or product application was approved on OJO7’s or OJO7’s client’s digital property, (c) OJO7’s client’s service and/or product was delivered to the Customer. This information shall be updated within forty-eight (48) hours after a change in the status of the application of said Lead. All updates shall be made via postback URLs.

2.2.16.4        The Parties will put their best commercial effort to exchange the necessary information for the execution of the Lead Generation Campaigns and ensure the Lead acquisition process is run efficiently.

 

 

3.    Marketing.

 

3.1           Use of Name and Logo. The Parties agree that Partner may display the name, brand, and marks of OJO7 in its Lead Generation Campaigns when such Lead Generation Campaigns are specific to and branded with OJO7’s brand and marks. Notwithstanding the preceding, if at any time OJO7 requests that such use be modified, limited or removed, Partner will comply.

 

 

4.    Confidentiality and Proprietary Rights.

 

4.1           Confidentiality. The Parties acknowledge that the provisions of the Agreement, including but not limited to financial reports, statistics, amounts to be transferred, terms and conditions of campaigns, regardless of the way of rendering and receiving the above mentioned, and/or regardless of any information medium that Parties hand over to each other for the purpose of the Agreement, and/or regardless of whether the other Party unintentionally becomes aware of such information, are confidential and involve trade secret, therefore the Parties undertake to not disclose such information to any third party (except if such information is requested by law) and use the information only to the extent necessary for the purposes of the Agreement. The Parties may disclose the information provided by the other Party to any third party only with a written permission of the other Party.

 

4.2           Data Privacy.

4.2.1      The Parties agree that the only data that is allowed to be processed and rendered is described under Section 1 and 2. Such data is rendered to OJO7 as a result of the redirection of any Customer to OJO7’s digital property and that was generated by a Lead Generation Campaign executed by Partner.

4.2.2      OJO7 shall not process the data of a Lead in any possible way other than contemplated under the provisions of this Agreement and unless a fee has been paid by OJO7 to Partner as prescribed in the Exhibit to this Agreement.

 

4.3           Intellectual Property Rights. OJO7 grants Partner the right to use OJO7’s trademarks solely for marketing purposes and for the execution of the provisions under the Agreement.

 

4.4           Injunctive Relief. Each Party hereto acknowledges that the breach of any of its obligations or representations under Section 3 hereof is likely to cause or threaten irreparable harm and, accordingly, the injured party shall be entitled to seek equitable relief to protect its interests therein, including but not limited to preliminary and permanent injunctive relief, as well as money damages, without the need to post a bond or other security.

 

 

5.    Term and Termination.

 

5.1           Term of Agreement. This Agreement will begin on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will have an initial term of twelve (12) months. Thereafter, this Agreement will automatically renew each year for an additional twelve (12) months.

 

5.2           Termination for Convenience. Either Party may terminate this Agreement at any time, for any reason or no reason, by thirty (30) days advanced written notice to the other Party.

 

5.3           Immediate Termination. This Agreement will immediately terminate in case of material breach and such breach is not remedied in a timely manner.

 

 

6.    Dispute Resolution.

 

6.1           Arbitration. The Parties shall resolve all disputes, claims, or controversies arising under or related to this Agreement or its subject matter (a “Dispute”) through binding arbitration, which may be initiated by either Party, and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA) then in effect and the terms of this Agreement. The arbitration proceedings shall be held San Francisco, California and shall be conducted by a single arbitrator appointed by mutual agreement of the Parties. All administrative costs incurred in conducting the arbitration (attorneys’ fees and costs of representation and witnesses and related expenses excluded) will be shared equally by the Parties. The prevailing Party shall be awarded its attorneys' fees and costs as determined by the arbitrator.

 

6.2           Reservation of Rights. Notwithstanding the provisions of Section 6.1, each Party reserves the right to seek injunctive or other equitable relief in a court of competent jurisdiction with respect to any Dispute related to the actual or threatened infringement, misappropriation or violation of a Party’s Intellectual Property Rights.

 

 

7.    Miscellaneous.

 

7.1           Limitation of Liability. In no event will either Party be liable for any special, incidental, punitive or consequential damages of any kind in connection with this agreement, even if such Party has been informed in advance of the possibility of such damages.

 

7.2           Indemnification. The Parties agree that third party claims pertaining to either Party’s intellectual property shall be addressed and managed by each Party respectively. The Party subject to such third-party claim shall defend and pay all costs of defense of such claim, and will indemnify and hold the other Party, as applicable, harmless from and against any settlement amounts agreed to or damages awarded by a court of competent jurisdiction or administrative authority to such third party. In addition, The Party subject to such third-party claim shall indemnify and hold harmless the other Party from any third-party claims, actions, suits, procedures, penalties, fines, liabilities, losses or damages asserted against them based upon or arising out of their own acts or omissions, failure to perform (e.g. an Abandonment), or its wrongful performance of, any of its obligations or duties under this Agreement. The indemnification obligations herein are conditioned upon the prompt written notice of any claim, action, suit or proceeding.

 

7.3           Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, without the other Party’s express prior written consent. Any attempt to assign or transfer this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party's legal successors and assigns.

 

7.4           Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions.

 

7.5           Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. The Parties agree to delete or modify, as necessary, the invalid or unenforceable provision to the valid enforceable and, insofar as possible, consistent with the original intent of the Parties.

 

7.6           Entire Agreement. This Agreement together with the exhibits and any addenda hereto, along with any previously executed confidentiality agreement, constitutes the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior discussions, communications and agreements between the Parties with respect to the subject matter hereof. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each Party.

 

7.7           Independent Contractors. The relationship of Partner and OJO7 established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed as constituting any other relationship.

 

7.8           Non-Exclusive Remedies. The exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

 

7.9           Notices. Any notice which a Party to this Agreement needs to give to the other shall be given to the other Party in writing by email.

 

 

8.    Invoices & Payments

 

8.1           Partner will issue an electronic invoice to OJO7 within the 10th day of each calendar month. OJO7, within fifteen (15) business days from receiving the electronic invoice shall dispute or accept the data therein contained. The Parties will work in good faith to resolve any discrepancy arising from the reported data.

8.2           Invoices are prepared electronically and are valid without signature.

8.3           Invoices shall bear a minimum amount of one hundred (100) US dollars. Should the value due in a specific month be lower than one hundred (100) US dollars, such amount will roll over the next month until such threshold is reached.

8.4           OJO7 will pay Partner all Fees owed within thirty (30) days after reception and acceptance of the invoice (net 30).

8.5           Partner bears the responsibility to pay any fee due to its suppliers and network providers.

8.6           Partner bears the cost of any money transfer (PayPal, bank transfer, Payoneer, etc.) associated with the payment of the invoice.