Earnify Terms of Service for Publishers

  1. Your Acceptance

    Welcome to the Terms of Service for the Earnify website. This is an agreement (“Agreement”) between Nurd Pty Ltd (“Earnify"), the owner and operator of www.earnify.com (“Site”), any Earnify products and services offered through the Site including the Earnify Widget (collectively the “Platform”) and you (“you”, “your” or “user(s)”), a user of the Site and Platform.

    Throughout this Agreement, the words “Earnify,” “us,” “we,” and “our,” refer to our company, Nurd Pty Ltd and our Site or Platform, as is appropriate in the context of the use of the words.

    By clicking “I agree”, accessing our Site, or using the Platform you agree to be bound by this Agreement and the Privacy Policy. We may amend our Terms of Service or Privacy Policy and may notify you when we do so.

    If you do not agree to the Terms of Service or the Privacy Policy please cease using our Site and Platform immediately. Users of our Platform must be 18 years of age or older.

  2. Signing Up for Earnify Service

    Users may be required to register before accessing portions of the Site or Platform. Your information will be collected and disclosed in accordance with our Privacy Policy. Users are required to provide truthful and accurate information when registering for our Site and Platform and must be over the age of 18. Users may only register for one account and may not register for others.

  3. Modification of Platform

    We reserve the right to alter, modify, update, or remove our Platform at any time. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications. For example, we may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal or other purposes.

  4. Use of Earnify

    When using our Platform, you are responsible for your and for any use of Earnify made using your account. You agree not to access, copy, or otherwise use the Earnify Platform, including our intellectual property and trademarks, except as authorized by these Terms of Service or as otherwise authorized in writing by Earnify. You agree to abide by the following:

    • You will not copy, distribute or disclose any part of the Site or the Platform in any medium, including without limitation by any automated or non-automated “scraping”;
    • You will not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site or Platform;
    • You will not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract data;
    • You will not use automated bots or other software to send more messages through our Platform than humanly possible;
    • You will not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
    • You will not collect or harvest any personally identifiable information, including account names, from the Platform;
    • You agree not to libel, defame, stalk, harass, bully or harm another individual who uses our Site or Platform;
    • You agree not to impersonate any person or entity or misrepresent your affiliation with a person or entity;
    • You agree that you will not hold Earnify responsible for your use of our Site or Platform;
    • You agree not to violate any requirements, procedures, policies or regulations of networks connected to Earnify;
    • You agree not to interfere with or disrupt the Site or Platform;
    • You agree not to hack, spam or phish us or other users;
    • You agree to provide truthful and accurate content;
    • You agree to not violate any law or regulation and you solely are responsible for such violations;
    • You will not use our Site or Platform to post any false, misleading, unlawful, defamatory, obscene, invasive, threatening, harassing, inflammatory, fraudulent content;
    • You agree not to use our Platform for any illegal or other unlawful activity; and
    • You agree not to cause, or aid in, the destruction, manipulation, removal, disabling, or impairment of any portion of our Site, including the de-indexing or de-caching of any portion of our Site from a thirty party’s website, such as by requesting its removal from a search engine.

    If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but Earnify reserves the right to suspend or terminate any account at any time without notice or explanation.

  5. Site and Platform Availability

    Although we will try to provide continuous availability to you, we do not guarantee that the Site or Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Site. You agree and acknowledge that the Site uses remote access and may not always be either 100% reliable or available. Only users who are eligible to use our Site may do so and we may refuse service or terminate your access at any time. We cannot guarantee that anything found on our Site will work as stated, or that it will give you any desired results.

  6. Platform Disclaimer

    Please be aware that our Platform and any information found within it are offered “as-is.” Earnify does not endorse and may not verify any of its users or any content submitted by users found through Earnify Site or Platform. You agree that any content or any other information may be inaccurate, unsubstantiated or possibly even incorrect. We cannot guarantee that using our Platform or Site will result in any benefits or positive results for you. You agree to release us from any liability that we may have to in relation to your use of our Site and Platform.

  7. Intellectual Property

    The name “Earnify”, the design of the Earnify Platform and Site along with the Earnify created text, writings, images, templates, scripts, graphics, interactive features and any trademarks or logos contained therein ("Marks"), are owned by or licensed to Earnify, subject to copyright and other intellectual property rights under Australian and foreign laws and international conventions. Earnify reserves all rights not expressly granted in and to the Platform and the Site. You agree to not engage in the use, copying, or distribution anything contained within the Site or Platform unless we have given express written permission.

  8. Disclaimer and Limitation of Liability

    EARNIFY PROVIDES ITS PLATFORM AND SITE, AND ALL ITS SERVICES AND THE SERVICES OF ITS AFFILIATES AND PARTNERS, AS PERFORMED HEREUNDER, ON AN "AS IS," "WHERE IS" AND "AS AVAILABLE" BASIS. EARNIFY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

    IN NO EVENT SHALL EARNIFY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

  9. Indemnity

    You agree to defend, indemnify and hold harmless Nurd Pty Ltd , its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

    • your use of and access to the Earnify Site and Platform;
    • your actions as a Publisher;
    • your violation of any term of this Agreement; or
    • your violation of any third party right, including without limitation any copyright, property, or privacy right.

    This defense and indemnification obligation will survive this Agreement and your use of the Earnify Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

  10. Copyrights

    We take copyright infringement very seriously. If you believe that any content owned by you has been infringed upon please send us a message which contains:

    • Your name.
    • The name of the party whose copyright has been infringed, if different from your name.
    • The name and description of the work that is being infringed.
    • The location on our website of the infringing copy.
    • A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.
    • A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.

    You must sign this notification and send it to our Copyright Agent: Copyright Agent of Earnify, [email protected]

  11. Choice of Law and Arbitration

    This Agreement shall be governed by, interpreted and construed in accordance with the laws of the State of Queensland, Australia. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be resolved by arbitration in accordance with the ACICA Arbitration Rules (“Rules”). The seat of arbitration shall be in Brisbane, QLD, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one and each Party will bear its separate costs in filing any claims for arbitration. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where allowed by the Rules, Earnify may make any and all appearances telephonically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. Where such arbitration is disallowed by law or statute, you agree that any dispute arising from or relating to this Agreement will be heard solely by a court of competent jurisdiction located in the state of Queensland, Australia and each Party shall be responsible for its separate costs and legal fees. If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorneys’ fees, court costs, and disbursements in doing so.

  12. Force Majeure

    You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.

  13. Severability

    In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

    If two or more provisions of this Agreement or any other agreement you may have with Earnify are deemed to conflict with each other’s operation, Earnify shall have the sole right to elect which provision remains in force.

  14. Non-Waiver

    We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

  15. Assignment and Survival

    You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Licensing, Confidential Information, Disclaimers, Indemnity, and Publishers sections.

  16. Termination

    Users which are not Publishers may terminate this Agreement by providing written notice (via email) to Earnify. Earnify may terminate this Agreement at any time by providing written notice (via email) to any specific user.

  17. Amendments

    We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Site and our Platform.

  18. Electronic Communications

    The communications between you and Earnify use electronic means, whether you visit the Site or Platform or send Earnify e-mails, or whether Earnify posts notices on the Site or Platform or communications with you via e-mail. For contractual purposes, you (1) consent to receive communications from Earnify in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Earnify provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

  19. Specific Terms for Publishers

    Sections 20 through 31 specifically govern the use of the Platform by Publishers of Earnify. Users wishing to be Publishers must properly register and sign-up. After signing up Earnify may review a user’s application and approve the user to become a publisher (“Publisher”). Once a user becomes a Publisher they may be able to access additional portions of the Platform including the Earnify widget (“Earnify Widget”). Publishers shall then be able to place the Earnify Widget on their website (“Publisher Website”) and may begin earning compensation through the display of Earnify advertisements (“Earnify Ad Content”) for advertisers of Earnify (“Advertisers”). All rights not explicitly granted to Publisher are reserved for Earnify.

    Please be aware that Publishers are responsible for its use of our Platform and the Earnify Widget. Earnify grants Publisher a non-exclusive, limited, fully revocable, non-assignable, and non-transferable license to use the Platform including the Earnify Widget and any Earnify Ad Content. In some instances, Publisher may not launch the Earnify Widget until it has received approval from Earnify to do so. Additionally, as a Publisher you agree to abide by the following licensing restrictions listed below:

    • You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of it.
    • You may not share your license with any other parties.
    • You may not violate or infringe other people's intellectual property, privacy, or other rights while using our Site, the Earnify Widget, or the Platform.
    • You may not violate any laws, rules or procedures of Australia.
    • You may not violate any of our additional policies.
    • You may not use our Site, Earnify Widget, or Platform except through specific channels provided by us.
    • You may not use the Site or Platform on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake.
    • You may not attempt to interfere with or disrupt our Platform in any way.
    • You may not sell, lease, loan, distribute, transfer, or sublicense the Platform or the Earnify Widget or access to either or derive income from the use or provision of either unless enabled by us.

    Earnify reserves the right to refuse to grant this license or to revoke this license at any time and at its discretion. Failure of Earnify to revoke your license does not act as a waiver of your conduct.

  20. Access to Publisher's Website

    During the term of this Agreement and as required after the termination of this Agreement, Publisher grants Earnify access to Publisher’s Website and Publisher’s Website Content (defined below) as necessary and required by Earnify to perform this Agreement. Specifically, Publisher grants to Earnify the following rights:

    • Earnify shall be able to interact with the Earnify Widget and to make any changes to the Earnify Widget as necessary for the Widget to function properly on the Publisher’s Website;
    • Earnify shall be able to maintain any identifying marks on the Publisher’s Website to comply with any relevant advertising laws;
    • Earnify shall have the ability to interact with the Publisher’s Website for the purposes of optimizing, tracking, measuring, or otherwise improving the Platform or the Earnify Widget; and
    • Earnify shall have the ability to access the Publisher’s Website and the Publisher’s Website Content as required in Earnify’s sole discretion to provide the services contemplated under this Agreement.
  21. Term and Termination for Publishers

    Upon successful registration as a Publisher, the term of the Agreement between Publisher and Earnify shall commence and continue for thirty (30) days (“Initial Term”). After the Initial Term the Agreement shall continue indefinitely until terminated by either party subject to this Agreement’s termination provisions. Earnify may terminate this Agreement at any time and for any reason by giving written notice (via email) to the Publisher. Publisher may not terminate this Agreement at any time during the Initial Period. After the Initial Period lapses, Publisher may terminate this Agreement by giving seven (7) days written notice (via email) to Earnify.

  22. Compensation

    Publisher’s sole compensation under this Agreement shall be to receive weekly payments of fifty-percent (50%) of the Adjusted Gross Revenue that any Advertisers pay Earnify for clicks on any Earnify Ad Content found on the Publisher’s Website. For the purposes of this Agreement, “Adjusted Gross Revenue” shall mean all revenue paid by Advertisers for any Earnify Ad Content that is placed on Publisher’s Website minus any and all fees which includes but is not limited to any applicable taxes, overhead charges, processing fees, chargebacks, deductions, or withholdings. Earnify in its sole discretion and judgment shall calculate the amount owed to Publisher. Upon calculation of the Adjusted Gross Revenue owed to Publisher, Earnify shall deliver a compensation report and payment no later than twenty-one (21) calendar days after the end of the week in which Publisher’s revenue was generated. In the event that Publisher disputes any compensation paid, Publisher shall have five (5) calendar days to dispute such compensation after the payment has been received by Publisher. Failure by Publisher to dispute the compensation in a timely manner shall be deemed as an agreement by Publisher to the compensation amounts paid by Earnify. Publisher agrees that Earnify may withhold all payments in the event that Earnify experiences a dispute with the Publisher. Earnify may also withhold portions of any compensation owed, in the event that Earnify experiences a dispute or non-payment from an Advertiser which Publisher has earned revenue from. Upon the occurrence of such a dispute, Earnify shall notify Publisher. After resolution of the dispute has occurred, payment shall be made within twenty-one (21) calendar days of the dispute’s resolution. Additional compensation terms may be entered into between Publisher and Earnify.

  23. Taxes

    Publisher agrees to pay and withhold all taxes as required by their local laws and jurisdictions. In some instances Earnify may withhold taxes for Publisher. However, Publisher agrees that Earnify is not required to, cannot, and will not provide Publisher with any tax or legal advice.

  24. Publisher's Website Content

    The content of Publisher's Website (“Publisher’s Website Content”) and Publisher’s Website shall be subject to Earnify’s subjective approval and must comply with all applicable laws and regulations (including all laws respecting intellectual property rights) and, in any event, shall not include the following:

    • Pornographic material, including any material appealing to the prurient interests;
    • Racial, ethnic, political, hate-mongering or otherwise objectionable content;
    • Investment, money-making opportunities or advice not permitted under law;
    • Gratuitous violence or profanity;
    • Material that defames, misrepresents, abuses, or threatens physical harm to others;
    • Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.;
    • Software Pirating;
    • Obscenity and any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic;
    • Infringement or violations of the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party;
    • Any illegal activity whatsoever; and
    • Links to any other ad networks.

    In the event that any Publisher’s Website or Publisher’s Website Content are found to be offensive or otherwise not in keeping with Earnify’s company image, Earnify shall notify Publisher of its violation and terminate this Agreement, at Earnify’s sole decision and discretion. Upon termination of this Agreement due to this section, Publisher shall not be entitled to any compensation that is owed but unpaid.

  25. Fraud

    Earnify actively monitors traffic for deceptive or fraudulent activity. If deception or fraud is detected as determined in Earnify's sole discretion, Publisher's account will be made inactive pending further investigation. After determining that Publisher has participated in fraudulent or deceptive activity, Earnify may terminate Publisher’s account and Publisher shall not be entitled to any compensation that is owed but unpaid.

  26. Confidentiality

    The terms of this Agreement are confidential and shall not be disclosed to any third party except where required by law. All information submitted by all Publishers in accordance with this Agreement is proprietary to and owned by Earnify. Any information shared by Earnify to its Publishers is confidential. In addition, Publisher acknowledges that all non-public information, data and reports received from Earnify hereunder or as part of the services hereunder is proprietary to and owned by Earnify. ("Confidential Information"). Publisher agrees not to disclose the terms of this Agreement, including earnings, to any third party without the express written consent of Earnify. All Confidential Information is or may be protected by copyright, trademark, trade secret and other intellectual property law, as appropriate. Publisher agrees not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary or Confidential Information in any manner. These non-disclosure obligations shall survive the termination of this Agreement for a period of three (3) years. This section does not bind Earnify or Publisher in the event such information is required to be disclosed by operation of law. If a request is made of Publisher to disclose such information, Publisher must immediately inform Earnify via written notice sufficiently promptly to allow Earnify to seek a Protective Order prior to the time commanded to produce or disclose such Confidential Information, and Publisher agrees to cooperate in whatever way Earnify requests to attempt to protect that information from disclosure by operation of law. However, Earnify may publicly announce its contractual relationship with Publisher, which includes being on a listing of Earnify publishers in general corporate materials and in industry standard press releases.

  27. Publisher Warranties

    Publisher represents, warrants, and covenants as follows:

    • Publisher owns and operates all Publisher Websites;
    • The Publisher’s Website Content and Publisher’s Website is owned or properly licensed to the Publisher;
    • Publisher has the ability and the right to grant the permissions required to effectuate this Agreement;
    • Publisher has not entered into any previous agreements which would limit its ability to undertake or perform this Agreement;
    • Publisher will comply in good faith with Earnify’s directions and all other agreements provided; and
    • Publisher is capable of undertaking this Agreement without infringing on the rights of third parties.
  28. Exclusivity

    Earnify does not currently require any Publisher’s to exclusively use the Platform or the Earnify Widget. However, Publisher is aware that it may experience diminished compensation due to the use of other ad networks.

  29. Specific Limitations of Liability and Disclaimers for Publishers

    Unless otherwise provided in this Agreement, in no event shall Earnify be liable to the Publisher be liable for any lost profits or any special, incidental, consequential, exemplary, punitive or other indirect damages of any nature, for any reason, whether based on breach of contract, tort (including negligence), or otherwise and whether or not either has been advised of the possibility of such damages. UNDER NO CIRCUMSTANCES SHALL EARNIFY BE LIABLE TO ANY PUBLISHER FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID BY EARNIFY TO PUBLISHER DURING THE PRECEDING MONTH.

    DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, EARNIFY CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE PLATFORM OR THE EARNIFY WIDGET. WITHOUT LIMITING THE ABOVE, THE PLATFORM, EARNIFY WIDGET AND ANY OTHER MATERIALS PROVIDED TO PUBLISHER ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND EARNIFY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABBILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, EARNIFY DOES NOT REPRESENT OR WARRANT (A) THATTHERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS ON THE PLATFORM OR WIDGET, (B) THAT A PARTY'S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS, OR (C) ANY INFORMATION WILL BE CORRECT, COMPLETE, OR ACCURATE.. SOME JURISDICTIONS LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF THIS CLAUSE MAY NOT APPLY TO YOU. Where not permitted Earnify does not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.

    Earnify makes no representations and warranties whatsoever, and disclaims any responsibility and liability, regarding the content or nature of any Earnify Ad Content, the Earnify Widget, or its Platform, or any product or service advertised in connection therewith. Earnify has no liability to Publisher for unapproved materials, including all copy, images, URL names, and search terms used by Publisher or any content displayed by Advertiser.

  30. Relationship of Parties

    The parties agree that Earnify is acting as an independent contractor in performing any services contemplated under this Agreement and that the relationship between the Earnify and Publisher shall not constitute a partnership, joint venture or agency. Neither Earnify nor any of Earnify's employees or agents (i) is an employee, agent or legal representative of Publisher, or (ii) shall have any authority to represent Publisher or to enter into any contracts or assume any liabilities on behalf of Publisher. Neither Publisher nor Publisher’s employees or agents (i) is an employee, agent or legal representative of Earnify, or (ii) shall have any authority to represent Earnify or to enter into any contracts or assume any liabilities on behalf of Earnify.

  31. Entire Agreement

    This Agreement along with the Advertiser Agreement (for “Advertisers”) and the Privacy Policy and any other supporting agreements provided by Earnify constitutes the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party.

Last Updated: August 28, 2016

Earnify Terms of Service for Advertisers

PLEASE REVIEW THIS AGREEMENT CAREFULLY AS IT SETS FORTH THE CONTRACTUAL RELATIONSHIP BETWEEN YOU AND EARNIFY. PLEASE BE AWARE THAT THIS AGREEMENT CONTAINS ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR LEGAL RIGHTS. This Earnify Advertiser Agreement (“Agreement”) is made and entered into by and between Nurd Pty Ltd, an Australian company (“Earnify”, “Company”, “We”) and you (“Advertiser” or “you”). Earnify and you may be referred to in the singular as the “Party” or collectively as the “Parties”. By clicking “I agree” or using any Services (defined below) you agree to be bound by the Agreement, the Terms of Use, and the Privacy Policy. Where material modifications are made to the Agreement we will notify you. You must agree to the modifications before you may continue using any of the Earnify Services. Advertisers of the Service must be over the age of 18 or over the age of legal consent in their local jurisdiction. Please review our Privacy Policy for details on the manner in which we collect, use, disclose and otherwise manage any of your personal information.

  1. TERMS AND CONDITIONS

    The terms and conditions contained in this Agreement govern the Advertiser’s use of the Earnify online advertising Service (“Service”) to distribute advertisements (“Ads” ) promoting Advertiser’s products, services, or website (collectively referred to as “Advertising Campaigns”). The Parties intend and explicitly acknowledge that (a) all communications, invoices, and receipts may be sent electronically, (b) aside from completing any requests electronically no further signature or indication of intent is required to bind the Parties for each Advertising Campaign, and (c) all Advertising Campaigns created by Advertiser are subject to this Agreement.

    Advertiser specifically represents and warrants that: (a) it is solely responsible for any Ads and/or Advertising Campaigns including managing, monitoring, and budgeting for such Advertising Campaigns; (b) the claims and statements of any Ads and/or Advertising Campaigns accurately reflect the product or service being marketed; (c) the Ads and/or Advertising Campaigns do not violate any applicable law or regulation including, but not limited to, those governing false advertising and deceptive marketing.

  2. USE OF THE SERVICE

    Advertiser will, at its sole cost and expense, create and deliver all content required for any Ad to Earnify. Advertiser shall be solely responsible and liable for all Ads created and delivered to Earnify, including without limitation the content contained therein and the consequences of their display in the Earnify Service, and agrees to indemnify and hold harmless Earnify for any damages arising from the usage or display of Advertiser-provided creative content. Notwithstanding the foregoing, if such content does not conform to any Earnify technical specifications for use of the Service or does not arrive timely enough to deliver such Ad then Earnify, in its sole discretion, may: (a) reject such Ad; or (b) postpone running such Ad until a reasonable period of time after the non-conforming content is corrected in any such Ad. Earnify reserves the right to reject any Ads or Ad Campaigns for any reason at its sole and ultimate discretion. Earnify may, in its sole discretion, remove any Ad from the Service, for any reason, without prior notification to Advertiser. Advertiser may not use a third party to serve or administer any Ad without Earnify’s prior written consent, which shall be given or withheld in Earnify’s sole discretion, which shall not be unreasonably withheld.

    For the term of this Agreement, Advertiser hereby grants to Earnify and Earnify’s publishers (“Publisher(s)”) a fully-paid, royalty-free, revocable, world-wide, universal, transferable, assignable license to display, publicly perform, distribute, store, market, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or part of your Ads in order to provide you the Service. Title to and ownership of all intellectual property rights of all Ads and associated Advertiser or third party intellectual property shall remain with Advertiser or its third party licensors. The license may be revoked by removing the Ads from the Service. Upon removal Advertiser agrees that there may be a reasonable delay for removing all Ads from Earnify’s affiliated networks.

    Advertiser understands and agrees that its Ads may be placed on any content or property controlled by Earnify, and/or any other content or property provided by its independent third party Publishers. Advertiser authorizes and consents to all such placements. Advertiser agrees that all placements of Ads shall conclusively be deemed to have been approved by Advertiser unless Advertiser produces contemporaneous documentary evidence showing that Advertiser expressly disapproved of any such specific placements. Where provided for through functionality of the Service, Advertiser may control which Publishers place its Ads or modify the placement of Ads via tools provided by the Service. Advertiser may pause an Ad Campaign at any time by using the tools provided on the Advertiser account dashboard. Although pausing should occur instantaneously, Advertiser agrees that some residual Clicks (defined below) may occur and agrees to pay for such Clicks. Earnify may pause any Ad Campaign in the event that Advertiser’s funds have been exhausted or at Earnify’s sole discretion. In the event of an Ad Campaign pause by Earnify, Earnify may, but is not required to, provide notice to Advertiser.

    After registering and properly paying for the Service, Earnify grants you a personal, non-exclusive, revocable, commercial, limited license to download our mobile application or other downloadable software. If you are accessing the Service via the internet Earnify grants you access to the Service with the same restrictions as our license grant. As an Advertiser, you do not receive any ownership interest in any portion of the Service; you merely receive the revocable rights listed above. All rights not explicitly granted are reserved for Earnify. Please be aware that you are responsible for your use of the Service. Additionally, as an Advertiser, you agree to abide by the following: (a) you may not decompile, reverse engineer, disassemble, modify, distribute, or create derivative works or improvements to the Service or any portion of it; (b) you may not share your license or access with any other parties, except as provided for in this Agreement; (c) you may not violate or infringe other people's intellectual property, privacy, or other rights while using the Service; (d) You may not violate any laws, rules or procedures of Australia or the United States; (e) you may not violate any of our additional policies or attempt to circumvent our Service in anyway ; (f) you may not use the Service on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake; (g) you may not sell, lease, loan, distribute, transfer, or sublicense the Service or access to it or derive income from the use or provision of the Service unless enabled through the functionality of the Service; and (h) you are solely responsible for all password(s) and account information and take full responsibility for Advertiser’s own, and third party, use of any Advertiser accounts. Please be aware that this is not an all-encompassing list of restrictions, if you breach any of these restrictions, we may revoke your license or your access to use the Service at our discretion. Additionally, we may revoke your license, terminate the Service to you, or restrict your access to the Service if we believe, at our sole discretion, that your actions may harm us or any of our business interests. Failure by us to revoke your license or restrict access does not act as a waiver of your conduct. Nothing in this Agreement obligates Earnify to continue providing Service to any Advertiser. Earnify may discontinue, modify, interrupt, change, update, or terminate the Service or any portion of the Service at any time and at its discretion.

  3. PAYMENT

    Advertiser agrees to pay Earnify for all Ads published by Earnify on a Cost Per Click (“CPC”) basis. A “Click” means a click by an Internet user on the relevant Ad served, including but not limited to, clicking on a link tracked by the Earnify Service and landing on Advertiser’s web site. Advertiser’s account dashboard shall display the number of Clicks along with the CPC for each Click made. Earnify has no obligation to extend credit or initiate any Campaign prior to receipt of advanced payment. Where required Earnify may require Advertiser to pre-pay or deposit funds before any Service is provided to Advertiser. Where such advance amounts have been paid, the balance will be displayed on Advertiser’s account dashboard. Where such pre-pay or deposits are required, Advertiser authorizes Earnify to charge its payment method on file. By executing this Agreement, as the legal agent of Advertiser, you attest that you have the authority to bind Advertiser to all payment terms, and shall remain jointly and severally liable for any unpaid invoices under the terms of this Agreement.

    Time is of the essence with regards to all payment terms in this Agreement. Failure to make timely invoice payments is grounds for termination of Agreement by Earnify. Where Advertiser has a credit card or other direct payment method on file, Advertiser authorizes Earnify to charge that method immediately upon receipt of any payment invoice. Where Advertiser has provided a pre-pay or deposit, upon receipt of a payment invoice Earnify shall immediately deduct all fees from Advertiser’s account. In the event of an invoice, Advertiser agrees that it shall be liable for payment of all invoices on the date listed and no later than net-30 days to Earnify. Where Advertiser fails to pay in a timely manner Advertiser agrees to pay any associated collection expenses resulting from failure to make timely payment. Advertiser agrees it will not enact any chargeback or refund process against any credit card used. Further, Advertiser represents and warrants that it will furnish payment on all invoices, notwithstanding any non-payment to Advertiser by any third party including, and without limitation, Advertiser’s client(s) or customers. Earnify’s failure to invoice Advertiser shall not constitute a waiver of: (a) any amounts due and owing to Earnify by Advertiser and (b) any claims by Earnify of Advertiser’s breach of this Agreement. In the event of Advertiser’s default relating to the timely payment of any invoice, Earnify shall have the right to immediately terminate this Agreement, and Advertiser will remain liable for any monies due to Earnify. Payment not made within thirty (30) days of the due date shall accrue interest at the rate of 1.5% per month or any fraction thereof, or if less, the highest rate permitted under law. All costs of collection, including reasonable attorney’s fees, service, judgment and court costs and related expenses incurred by Earnify shall be borne by Advertiser. Advertiser shall pay all sales, use, excise, VAT, and other taxes which may be levied upon either Party in connection with this Agreement.

  4. REPORTING AND FRAUD

    Reporting on Clicks shall be based on Earnify’s Services and all invoicing will be based on the gross counts generated by Earnify’s electronic reporting system. In the case of discrepancy between Earnify’s reporting and Advertiser’s in-house tracking mechanisms, payment will be based on the numbers shown by Earnify. Earnify employs reasonable Click fraud detection mechanisms and shall employ such mechanisms before reporting any Clicks to Advertiser. Advertiser understands and agrees that while Earnify employs industry standard fraud detection mechanisms, all fraud detection mechanisms are not infallible and may result in errors.

    If Advertiser disputes the reported number of Clicks in any invoice, Advertiser shall provide Earnify with a written statement and any supporting documentation providing its reasons for the dispute. Such statement must be provided to Earnify no later than seven (7) days of such disputed Click being invoiced or charged, after such period Advertiser waives any right to dispute the reported number of actions and the amount stated on an invoice. The Parties agree to use best efforts to resolve any reporting disputes within seven (7) days after Advertiser provides written notice of such dispute. If Advertiser believes that any Actions have been generated by fraud on the part of any Publisher, and Advertiser can provide documentation to Company proving fraud to Earnify’s reasonable satisfaction within seven (7) days of the date of the suspected fraudulent Click, then Advertiser will not be responsible for paying monies owed for the traffic and fraudulent leads generated.

    Earnify actively monitors Clicks and other activities for potential fraud. If Earnify suspects that Advertiser’s account has been used in a fraudulent manner, your account may be deactivated at Earnify’s discretion and without notice. Earnify reserves sole judgment in determining fraud and Advertiser agrees to be bound by any and all such determinations. It is the OBLIGATION of Advertiser to prove, to the satisfaction of Earnify, that Advertiser has NOT engaged in fraud when suspected by Earnify, and that Advertiser’s account has been subject to fraudulent actions, clicks, and/or traffic, when so alleged. If Advertiser is unable to provide Earnify with satisfactory evidence of any alleged fraud and/or dispute within seven (7) days of such being requested by Earnify, or within seven (7) days that such allegation of fraud, then all such charges shall be accepted by you without further right to dispute, all charges shall be final, and Earnify reserves the right to terminate Advertiser’s account, at its sole discretion.

    Earnify may require access to Advertiser’s website or Linked Content in order for the Services to operate properly. Advertiser agrees to comply with Earnify’s reasonable requests for access to Advertiser’s website, financial information, and/or Linked Content. Advertiser authorizes Earnify to obtain credit reports and other information relating to Advertiser’s credit worthiness. Failure to comply may result in the termination of all Services provided.

  5. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

    Each Party represents and warrants that: (a) it is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation; (b) it has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (c) it has obtained all licenses, authorizations, approvals, consents or permits required to perform its obligations under this Agreement and to conduct its business; (c) this Agreement has been duly and validly executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; (d) the execution, delivery and performance of this Agreement by such Party will not constitute a violation of any applicable law or regulation or any judgment, order or decree, a material default under any material contract by which it or any of its material assets are bound or an event that would, with notice or lapse of time, or both, constitute such a default.

    Advertiser represents and warrants it is solely responsible for any liability arising out of or relating to any Ad provided by Advertiser hereunder and any material to which Internet users can link through such Ad (“Linked Content”). Advertiser represents and warrants that no part of the Ads or Linked Content will: (a) infringe upon any third party copyright, patent, trademark, trade secret or other proprietary or intellectual property rights; (b) violate any rule or regulation passed by the Australian Competition and Consumer Commission (“ACCC”) (c) violate any law, statute, ordinance or regulation, including, without limitation, Section 5 of the Federal Trade Commission (“FTC”) Act and other statutes or regulations prohibiting unfair or deceptive marketing practices, the CAN-SPAM Act, the Telephone Consumer Protection Act, the FTC’s Telemarketing Sales Rule, the Federal Reserve Board’s Regulation E, FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, and other consumer protection laws, regulations, and guidelines; (d) be defamatory or constitute libel; (e) be racist, contain hate speech, pornographic or obscene material; (f) contain gratuitous violence or profanity (g) contain investment, money-making opportunities or advice not permitted under law (h) contain material that misrepresents, abuses, or threatens physical harm; (i) contain illegal substances or activities such as illegal online gambling, how to build a bomb, or counterfeiting money; (j) links to other ad networks; (k) contain software pirating or other intellectual property violations; or (k) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. Advertiser also represents and warrants that (a) it has all intellectual property and other rights and licenses necessary to permit the use and/or display of the Ads and the Linked Content; (b) the product or service that is being promoted through any Ad Campaign hereunder is not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities; (c) the terms of any offer presented in the Ad or any Linked Content shall be clearly and conspicuously disclosed to consumers in compliance with current Australian and US federal and state laws, regulations, and guidelines; (d) it has proper, documented substantiation for any claims, testimonials, endorsements, and other promotional materials used in the Ad or the Linked Content to sell its products or services, including (as applicable) that such claims, testimonials, endorsements, and other promotional materials are truthful, factually accurate, substantiated by scientific evidence, non-deceptive, non-misleading, and/or represent the honest opinions, findings, beliefs and/or experiences of the endorser, (e) it will fulfill add commitments made in its Ads, and (f) using the Service will not violate any of Advertiser’s privacy policies; (f) no Ad is targeted to children under the age of 13 and/or the Ad does not contain products or services that are illegal for children/minors to participate in or purchase; and (g) any and all claims and statements used in the Ad have been vetted by proper legal counsel for Advertiser.

    Advertiser agrees to indemnify, defend and hold harmless Earnify, its parent, successors, subsidiaries, and Publishers and their respective directors, officers, agents and employees for any and all losses, costs, liabilities or expenses (including without limitation reasonable attorneys’ fees and expenses) incurred or arising from: (i) any breach of its representations and warranties or any other material term of this Agreement; (ii) any claim arising or resulting from the sale or license of Advertiser’s goods or services as promoted in the Ads; or (iii) any other act, omission or misrepresentation by Advertiser directly or indirectly related to this Agreement. In the event of indemnification Earnify shall have the right to choose legal counsel and control settlement.

    Earnify reserves the right to reject or remove any Ad or Linked Content embodied within an Ad at any time in the event Earnify determines in its sole reasonable discretion that such Ad or Linked Content does not meet Earnify standards or comply with this Agreement, or that such Ad or Linked Content is unlawful or inappropriate. Earnify also reserves the right to demand third party verification for any claims made in any Ad and to terminate this Agreement in the event that such verification is not promptly provided or is unsatisfactory, in Earnify’s sole discretion. Notwithstanding the foregoing provisions, Earnify has no obligation to monitor Ads or Linked Content for compliance with applicable laws or regulations and shall have no liability for any violation of same. Advertiser acknowledges that in providing Earnify with the ability to publish and distribute the Ads through the Service, Earnify is acting only as a passive conduit for the distribution and publishing of such Ads, and has not reviewed them for regulatory compliance, and makes no warranties about their fitness for a particular purpose.

  6. CONFIDENTIALITY

    Any communications, reports, earnings, content, or other information shared by Earnify with its Advertisers is confidential ("Confidential Information"). In addition, Advertiser acknowledges that all non-public information, data and reports received from Earnify hereunder or as part of the services hereunder is proprietary to and owned by Earnify. Advertiser agrees not to disclose any such Confidential Information including transaction history, to any third party without the express written consent of Earnify. All Confidential Information is or may be protected by copyright, trademark, trade secret and other intellectual property law, as appropriate. Publisher agrees not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary or Confidential Information in any manner. These non-disclosure obligations shall survive the termination of this Agreement for a period of three (3) years. This section does not bind Earnify or Advertiser in the event that such information is required to be disclosed by operation of law. This section does not apply to any information that is publicly available through no fault of the Advertiser or already known to Advertiser. If a request is made of Advertiser to disclose any Confidential Information, Advertiser must immediately inform Earnify via written notice sufficiently promptly to allow Earnify to seek a Protective Order prior to the time commanded to produce or disclose such Confidential Information, and Advertiser agrees to cooperate in whatever way Earnify requests to attempt to protect that information from disclosure by operation of law. However, Earnify may publicly announce its contractual relationship with Advertiser, which includes being on a listing of Earnify Advertisers in general corporate materials, Earnify’s website, and in industry standard press releases.

  7. LIMITATIONS ON LIABILITY

    In no event shall Earnify be liable to Advertiser or any third party for any special, indirect, incidental, actual, punitive or consequential damages or losses (including, without limitation, for breach of contract, warranty, negligence or strict liability) for interrupted communications, loss of use, lost data or lost business, income, revenue, or profits, arising out of or in connection with this Agreement, even if Earnify has been previously advised of the possibility of their occurrence. In the event that such limitation of liability is not legally permitted in any applicable jurisdiction, Earnify will no be liable to Advertiser or any third parties for an amount greater than the net received hereunder within the previous six (6) month period of the incident leading to the liability.

  8. DISCLAIMER OF WARRANTIES

    Earnify shall not be liable or responsible for anything related to Advertiser or Advertiser’s Ads or Ad Campaigns including, but not limited to, the receipt and/or collection of data, information, or queries from end users of your website, service, or product, or the transmission of any information or data between you, your website, third party landing pages, publisher pages, and Earnify. Earnify is not required to notify you of any problems or issues relating to our Services or the placement of your Ads.

    EARNIFY PROVIDES ITS SERVICE, AND ALL ITS SERVICES AND THE SERVICES OF ITS PUBLISHERS AND PARTNERS, ON AN “AS IS,” “WHERE IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY AD. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY AD, EARNIFY’S SOLE OBLIGATION WILL BE TO RESTORE SERVICE AS SOON AS COMMERCIALLY PRACTICABLE. EARNIFY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, OR ANY OTHER WARRANTY REGARDING QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, OR PERFORMANCE. EARNIFY DOES NOT WARRANT OR GUARANTEE PUBLISHER COMPLIANCE WITH LAWS AND REGULATIONS, CONVERSION RATES, PAY-UP RATES, RESPONSE RATES OR ABILITY TO CONVERT RESPONSES TO ADS INTO SALES. ALL SERVICES ARE CONTINGENT UPON EARNIFY’S ABILITY TO PROCURE NECESSARY ON-LINE ACCESS AND EARNIFY IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL.

  9. TERMINATION

    This Agreement shall commence upon execution of this Agreement or use of the Service by Advertiser and shall remain in full force and effect until terminated by the Parties. Either Party may terminate this Agreement if the other Party is in breach, and will notify the other Party in writing of such breach. Notwithstanding the foregoing, Advertiser may terminate this Agreement by cancelling the Service via the Advertiser online account dashboard or by notifying Earnify at [email protected] Earnify may terminate this Agreement by notifying Advertiser via the account dashboard or by email or mail at the address listed in Advertiser’s account information. In the event of termination, Advertiser shall remain liable for all costs, fees and charges accrued, incurred and/or owing to Earnify through the date of termination of this Agreement, as well as any and all other liabilities described in this Agreement.

  10. DISPUTE RESOLUTION

    Before undertaking any arbitration or litigation, both parties will make reasonable efforts good faith efforts to resolve all disputes informally, including by means of a conference between corporate officers of Earnify and Advertiser who have authority to resolve the dispute.

  11. GOVERNING LAW AND ARBITRATION

    This Agreement shall be governed by, interpreted and construed in accordance with the laws of the State of Queensland, Australia. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be resolved by arbitration in accordance with the Australian Centre for International Commercial Arbitration Rules (“Rules”). The seat of arbitration shall be in Brisbane, QLD, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one and each Party will bear its separate costs in filing any claims for arbitration. Where the Parties cannot agree on an arbitrator, the arbitrator shall be selected in accordance with the Rules. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where allowed by the Rules, Earnify may make any and all appearances telephonically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. Where such arbitration is disallowed by law or statute, you agree that any dispute arising from or relating to this Agreement will be heard solely by a court of competent jurisdiction located in the state of Queensland, Australia and each Party shall be responsible for its separate costs and legal fees. If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorneys’ fees, court costs, and disbursements in doing so.

  12. INTERPRETATION AND SEVERABILITY

    In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the Parties to this Agreement, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. The Parties agree that this Agreement has been mutually drafted and any ambiguities will be interpreted by their plain meaning and not against the drafter. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

  13. ENTIRE AGREEEMENT AND ASSIGNMENT

    This Agreement along with the Terms of Use, and Privacy Policy set forth the entire understanding and agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter of this Agreement. In the event this Agreement conflicts with the Terms of Use or the Privacy Policy, this Agreement shall control and supersede. This Agreement is non-exclusive to Earnify and Earnify shall have the right to enter into similar agreements with other third parties.

    Advertiser may not assign this Agreement without Earnify’s prior written consent. Earnify may assign all or a portion of its duties and obligations hereunder to any corporate affiliate, successor and/or other third party upon notice to Advertiser. Subject to the foregoing, the terms of this Agreement will be fully binding upon, and inure to the benefit of and be enforceable by, the parties’ respective successors, heirs, executors, administrators and permitted assigns.

  14. MODIFICATIONS AND AMENDMENTS

    Earnify reserves the right to modify or amend this Agreement from time to time. In the event that such modification is material Earnify shall notify Advertiser. Advertiser must re-accept the Agreement or discontinue use of the Service immediately.

  15. ELECTRONIC COMMUNICATIONS

    The communications between Advertiser and Earnify use electronic means either via email or via the Earnify website. For contractual purposes, you (1) consent to receive communications from Earnify in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Earnify provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

  16. NOTICES

    All notices, claims and other communications for Earnify hereunder will be in writing delivered to [email protected] All notices to Advertiser shall be delivered via the account dashboard or to the email or address listed in Advertiser’s account information.

  17. Force Majeure

    Earnify shall not be liable to Advertiser by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, zombies, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of such Earnify.

  18. Contractual Relationship

    Earnify is acting as an independent contractor in performing any services contemplated under this Agreement and the relationship between the Earnify and Advertiser shall not constitute a partnership, agency, joint venture or employer/employee relationship. Neither Earnify nor any of Earnify's employees (a) is an employee, agent or legal representative of Advertiser, or (b) shall have any authority to represent Advertiser or to enter into any contracts or assume any liabilities on behalf of Advertiser. Neither Advertiser nor Advertiser’s employees or agents (a) is an employee, agent or legal representative of Earnify, or (b) shall have any authority to represent Earnify or to enter into any contracts or assume any liabilities on behalf of Earnify.

  19. CUMULATIVE RIGHTS

    Except as otherwise specified, any rights and remedies granted to a Party under this Agreement are cumulative and not in addition to, in lieu of, or instead of any other rights or remedies which the other Party may have at law or in equity.

  20. AGENTS

    Advertiser represents and warrants that (a) it is authorized to act on behalf of and has bound to this Agreement any third party for which Advertiser advertises (a "Principal"), and (b) as between Principal and Advertiser, the Principal owns or has paid for any and all rights to any Ads or Ad Campaigns in connection with the Services.

  21. Survival

    All portions of this Agreement that would reasonably be believed to survive termination of this Agreement shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Arbitration, Confidential Information, Disclaimers, Indemnity, and Payment sections.

Last Updated: August 28, 2016

Privacy Policy

  1. Introduction

    Thank you for visiting the Earnify website ("Site") and, if applicable, choosing to use any of our services ("Services"). We try to make our Privacy Policy easy to understand so that you are informed as to how we use your information. This Privacy Policy, like our Terms of Service, is an integral part of using our Service; therefore you must completely agree to our Privacy Policy in order to use our Site or Service. You must be over the age of 18 to use the Site and Services.

  2. Information Collected

    Personally Identifiable Information Collected from Users

    In order to use our Service and register for our Site, we may collect your name, email address, telephone number, website information, Skype information, and physical address. Additionally, if you wish to be a publisher via the Service, we may collect your financial and tax information to send payments to you. We may collect any additional information we deem necessary to provide any of our Services to you.

    Non-Identifying Information

    Whenever you use our website, we may collect non-identifying information from you, such as your IP address, interactions with the website, mobile information, log information, device information, query information, location, referring URL, browser, operating system, data usage, data transferred, and Internet Service Provider. We may use additional third party analytic tools to collect non-identifying personal infomation.

  3. Use of Your Information

    We may use your personally identifiable information for the following purposes:

    • To provide our Service to you.
    • To process transactions and payments.
    • To email you newsletters, marketing, and correspondence from us.
    • To contact you and to respond to inquiries.

    Additionally, we may give your information to law enforcement if we are compelled to by a court order, if there has been a violation of any Australian laws or if a violation of the Terms of Service or Privacy Policy has occurred.

  4. Opt Out, Accessing, Editing, and Removing Your Information

    You will be able to access any information contained in your account through our Site; however you won't be able to opt out of our information collection practices. In some instances may edit your information by removing or changing the information listed in your account. If you have any questions or wish to review, change, or access any of your information collected by us, please contact us at [email protected] Except as otherwise stated herein, after you have cancelled your account please be aware that we may keep inaccessible copies of your information for a commercially reasonable period of time.

  5. Cookies

    We use cookies to remember your preferences and advertisements. For these reasons, it is necessary that you enable cookies in your browser, and you hereby acknowledge that we have informed you of our use of cookies and that you consent to our use of cookies in relation to your computer system. If you wish to block any cookies, you may adjust your browser options to do so. However, blocking cookies may cause errors in our Site.

  6. Third Party Access to Your Information

    Although you are entering into an Agreement with Earnify to disclose your information to us, we do use third party individuals and organizations to assist us, including contractors, web hosts, and others to allow you to access the Site and Service.

    Throughout the course of our provision of our Services to you, we may delegate our authority to collect, access, use, and disseminate your information. It is therefore necessary that you grant the third parties we may use in the course of our business the same rights that you afford us under this Privacy Policy. For this reason, you hereby agree that for every authorization which you grant to us in this Privacy Policy, you also grant to any third party that we may hire, contract, or otherwise retain the services of for the purpose of operating, maintaining, repairing, or otherwise improving or preserving our website or its underlying files or systems. You agree not to hold us liable for the actions of any of these third parties, even if we would normally be held vicariously liable for their actions, and that you must take legal action against them directly should they commit any tort or other actionable wrong against you.

  7. Law Enforcement

    You agree that we may disclose your information to authorities if compelled to by a court order. Additionally, you agree that we may disclose your information if we reasonably believe that you have violated Australian laws or the terms of our Terms of Service or Privacy Policy or if we believe that a third party is at risk of bodily harm. In the event that we receive a subpoena affecting your privacy, we may elect to notify you to give you an opportunity to file a motion to quash the subpoena, or we may attempt to quash it ourselves, but we are not obligated to do either. We may also proactively report you and release your information without receiving any request to third parties where we believe that it is proper to do so for legal reasons, where your actions violate any law of the Australian or any other country having jurisdiction over us, our Site, Services, or our Terms of Service. You release us from any damages that may arise from or relate to the release of your information to a request from law enforcement agencies or private litigants. We may release your information under the conditions listed in this paragraph whether it is to individuals or entities and to any state or national authorities, as required.

  8. Commercial, Non-Commercial Communications and Do Not Track

    If you decide to provide us with your contact information, you agree that we may send you communications via email. However, you may unsubscribe from certain communications by notifying Earnify that you no longer wish to receive these communications, we will endeavour to promoptly remove you from our mailing list once we have received that request. We currently do not subscribe to "do not track listings" and do not offer functionality for you to opt out through "do not track" listings. If you wish to opt out of certain communications or information collection, please contact us at [email protected]

  9. Third Parties

    Earnify or Users may post links to third party websites on our Site or Service, which may include information that we have no control over. When accessing a third party site through our Site or Service, you acknowledge that you are aware that these third party websites are not screened for privacy or security issues by us, and you release us from any liability for the conduct of these third party websites.

    Please be aware that this Privacy Policy, and any other policies in place, in addition to any amendments, does not create rights enforceable by third parties. Earnify bears no responsibility for the information collected or used by any advertiser or third party website. You must review their Terms of Service and Privacy to understand how their information collection practices work.

  10. Security Measures

    We make reasonable attempts to protect your information by using physical and electronic safeguards such as SSL certificates. However, as this is the Internet, we can make no guarantees as to the security or privacy of your information. For this reason, we recommend that you use anti-virus software, routine credit checks, firewalls, and other precautions to protect yourself from security and privacy threats.

  11. International Transfer

    Your information may be transferred to - and maintained on - computers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. We may transfer personal information to Australia or elsewhere and process it there. Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer.

  12. Merger and Acquisition

    In the event that Earnify is involved in a bankruptcy, merger, acquisition, reorganization or sale of assets, your information may be sold or transferred as part of that transaction. Please be aware that once the information is transferred your privacy rights may change.

  13. Amendments

    Like our Terms of Service, we may amend this Privacy Policy from time to time. When we amend this Privacy Policy, we will modify the date listed on this Agreement or we may contact you. You must agree to the amendments as a condition of your continued use of our Site and Service. If you do not agree, you must immediately cease using our Site and Service and notify us of your refusal to agree by e-mailing us at [email protected]

Last Modified: July 4, 2015