Advertiser/Publisher Agreement

PLEASE READ THIS ADVERTISER / PUBLISHER AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY SERPZILLA LIMITED ("COMPANY"). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED BY COMPANY. COMPANY'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

The Web pages available at www.serpzilla.com, and all linked pages unless indicated otherwise ("Site"), are owned and operated by the Company, and are accessed by you ("Customer") under the following terms and conditions:

  1. MEMBERSHIP RESTRICTIONS.
    Individuals that are in anyway affiliated with, agents of, working for, or employed by any internet search engine organization may not register to use this site.
  2. INFORMATION USAGE.
    Under no circumstance can individuals divulge, record, or abuse any information pertaining to web sites found in our inventory, including but not limited to URLs, financial details, public announcement of transactions, as well as descriptions or images. Under no circumstance can individual who is a Serpzilla publisher contact a Serpzilla advertiser directly. Doing so will result in immediate termination from the publisher program. A Serpzilla advertiser may not directly contact a publisher within the Company’s network. All communication must be channeled through the Company.
  3. DESCRIPTION OF SERVICES.
    The Company sells internet advertising space and related services (collectively "Services") as described in its Site. The Company also displays internet advertisements on various websites that serve as publishers thereof. By clicking below, you agree to become an advertising client or a publisher, as the case may be, in connection with and using the Company's Services. You also certify that you will use the Site only for the purpose of browsing the Company's ad inventory, with a sincere interest in buying or selling the text advertisements and you will not access the Site for any other reason.
  4. MARKETING.
    The Company reserves the right to market Serpzilla offers directly to your email address you use to sign up. You may opt out of these mailers at any time.
  5. BILLING.
    All advertisements are purchased on a 30 day billing cycle, unless the product requires a multi month prepayment. Your advertisements will continue to run and you will be billed each and every billing period, until (i) you fail to pay for any period, or (ii) you notify us of your intent to terminate before the end of a billing period. Any late payments will result in your advertisements being removed from our network immediately. If at any point in time, a purchased advertisement is no longer available, the Company reserves the right to replace the advertisement with one of similar price and theme.

    All customers making payment via credit card or PayPal will be set on recurring billing. Your credit card or PayPal account will be charged on your due date each month. Each customer's bill date takes place 30 days from when their first advertisement is placed. If additional advertisements are purchased, they will be prorated to the bill date, with each customer maintaining one bill date per month. If you wish to discontinue any of your advertisements, you can login to your account to cancel, or simply email us at billing@serpzilla.com before your due date with your intentions. No refunds will be given for any reason after your due date.
  6. PUBLISHER COMPENSATION.
    Publisher will be sent payment on the 1st day of each calendar month, and will be compensated at a 50% net revenue share, based upon earnings during the previous calendar month. Net revenue is calculated after credit card fees, hosting fees and bad debt. The price range of advertisements varies across the Serpzilla marketplace. All publishers will be sent a notification of the price range their advertisements will be offered for in the Serpzilla marketplace. Any advertisement placed for a partial month will be paid out on the amount of days the advertisement was active on the publishing website. All payments are based on a 30 day month.
  7. CONTROL OF SERVICES.
    Customer will observe and comply with all registration requirements of the Company, as well as the Company's technical requirements for the proper display of advertisements. The Company reserves the right to modify its Site and its Services at any time, including the discontinuation thereof. The Company has the right to suspend Customer's access to the Services at any time, for any reason.
  8. COPYRIGHT.
    Customer acknowledges that the Site is protected by copyright laws and Customer may only use the Site in an authorized manner. Customer also acknowledges that the content of their website(s) is original in its content and not plagiarized from other website(s).
  9. USAGE.
    Customer will not use the Site for any purpose that is illegal, pornographic, infringing, obscene, abusive, or in any offensive manner, including but not limited to violating the security of any computer network. Customer is legally responsible for any claims resulting from Customer's access to the Site, and its use of the Site in connection with the Services, and it indemnifies and will hold the Company harmless from and against any and all claims arising there from.
  10. EXCLUSIVITY PROVISIONS.
    A. The publisher is not permitted to alter the advertisement script provided by the Company in any way without written consent from Serpzilla while delivering the advertisements.

    B. If Customer is a publisher, it agrees that it will use the Company's Services exclusively for its needs relative to placing static HTML links designed to drive traffic and increase popularity. This exclusivity provision does not apply to contextually driven ad programs (for example, Google© Adsense program, Yahoo© Search Marketing Ads) or to any other non static HTML link ads (for example, AdBrite©).

    C. If Customer is an advertising client, this Agreement imposes no restrictions on its right to use any advertising services it deems appropriate.

    D. Regardless of whether Customer is an advertising client or a publisher, it understands that other users will have access to the Company's Services and Site, including competitors of Customer.
  11. DISCLAIMER OF LIABILITY.
    A. The Company will not have any duty to control the content that Customer or any other users make available through the Site, and the Company is not liable for the accuracy of any content displayed through its Site. Customer assumes all risk related to its published content. Customer releases the Company from all liability related to the publication of its content through the Site.

    B. THE SERVICES PROVIDED TO CUSTOMER ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF ANY ADVERTISING CAMPAIGN, AND CUSTOMER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.

    C. The Company makes no guaranty of confidentiality or privacy of any communication or information transmitted on or through the site, services or any website linked to the Site. The Company will not be liable for the privacy of any information or content stored on Company's equipment, transmitted over networks accessed by the Site, or otherwise connected with Customer's use of the Services.
  12. LIMITATION OF LIABILITY.
    IN NO EVENT SHALL THE COMPANY BE LIABLE WITH RESPECT TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY CUSTOMER THEREFOR; OR (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
  13. CONFIDENTIALITY.
    Customer agrees not to disclose the Company Confidential Information without Company's prior written consent. "The Company Confidential Information" includes without limitation all Company software, technology, programming, technical specifications, materials, guidelines and documentation Customer learns, develops or obtains that relate to the Services or the Site, and any other information designated in writing by the Company as "confidential" or any designation to the same effect. "The Company Confidential Information" does not include information that has become publicly known through no breach by Customer or the Company, or information that has been (a) independently developed without access to the Company Confidential Information as evidenced in writing; (b) rightfully received by Customer from a third party; or (c) required to be disclosed by law or by a governmental authority.
  14. TERMINATION.
    Either party may terminate the Services at any time by notifying the other party by any means. Any fees paid hereunder are non-refundable and non-cancelable. Upon termination of the Customer's account, Customer's right to use the Services will immediately cease and Customer will remove all Company HTML code from Customer's websites. Upon termination, the provisions of paragraphs 8, and 9 of this Agreement shall survive indefinitely. If the publisher terminates their Services at any time, a 30 day notice must be given. If the Customer violates Serpzilla terms and conditions, the customer waives their right to qualify for payout and any fees paid hereunder are non-refundable and non-cancelable.
  15. ARBITRATION.
    Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration, to take place in Nicosia, Republic of Cyprus, in accordance with the governing law and rules, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
  16. MISCELLANEOUS.
    The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond the Company's reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by Customer except with the Company's prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus without regard to the conflict of law's provisions thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind the Company in any respect whatsoever.