Earnify Terms of Service for Publishers
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.
Signing Up for Earnify Service
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.
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.
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.
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.
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.
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.
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.
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]
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Last Updated: August 28, 2016