Terms & Conditions

For market specific terms: US / UK / AU / CA / SG

These Terms of Service (Terms) and if applicable, the Insertion Order set out the terms on which Linkby, Inc. (EIN: 35-2693983) (we, us, our or Linkby) will provide Services to you, the Advertiser who has requested an Advertiser Account, and with whom we have entered into these Terms, together the Parties and each a Party.

Linkby is a marketplace facilitator that connects Advertisers and Commerce Partners, allowing you to access premium Commerce Partners, who may be able to promote your brand and drive traffic to your website, using editorial content (Platform).

If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.

1. Acceptance and Term

You agree and accept these Terms by clicking the ’Create Account’ button on sign-up, indicating your acceptance.
These Terms will commence on the Commencement Date and will continue until the date on which these Terms expire or are terminated, in accordance with its terms (Term).
The Parties agree the supply of Services from us to you is non-exclusive, and we may supply services, the same or substantially similar to the Services to any other party.
We may amend these Terms, at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Platform 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may terminate your Account in accordance with the ‘termination’ clause set out in these Terms.
If you are signing up to Linkby as an Advertiser, and are an agency or other authorised representative running campaigns on behalf of your clients, you warrant and agree that you have all necessary consents and licences to enter into these Terms and to run a Campaign.

2. Disclosures

Please read these Terms carefully prior to accepting these Terms. By accepting these Terms, you agree that:
1. a Campaign cannot be cancelled by you once it is accepted by a Commerce Partner, and you are liable to pay the Click Payments for that Campaign, up to the agreed Campaign Payment Limit;
2. amounts paid by you to us are non-refundable;
3. our Liability for the supply of the Services will be limited to, at our discretion the resupply of the Services or the amount of 30% of the amount of the Click Payments relevant to the Campaign to which the Liability relates;
4. we will not be liable for any part of the Commerce Partner Services;
5. you agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us;
6. you agree that we may advertise or publicise the broad nature of our supply of the Services to you, including on our website or in our promotional material; and
7. in the supply of the Services, we may retain a percentage of the revenue generated from Click Payments, as set out in the Fees section of this Agreement.

3. Services

On creation of your Account, we agree to provide to you the Services.
We will commence providing the Services on the Commencement Date.
You must register on the Platform and create an Account to access the Platform’s features. You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including payments and commitment of funds to a Campaign made using your Account details.
We will perform the Services in accordance with these Terms, whether ourselves or through our Personnel.
You acknowledge and agree that the Platform may be reliant on, or interface with third party systems that are not provided by us (for example, cloud storage providers, and internet providers) (Third Party Services). We shall have no liability for any and all Liability for any Third Party Services, or any unavailability of the Platform due to a failure of the Third Party Services.
If these Terms express a time within which the Services are to be supplied or we advise you in writing regarding a time within which the Services are to be supplied, we will use reasonable endeavours to provide the Services by such time, but you agree that such time is an estimate only, and creates no obligation on us to supply the Services by that time.
Except as expressly set forth in these terms of service, we do not make any express or implied warranties or representations (whether oral or written, express, implied, or statutory) with respect to our services. without limiting the foregoing, any implied warranties or conditions (including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose), are expressly excluded and disclaimed. we do not warrant that the services are without defect or error, will meet your requirements, or that your campaign offer will be accepted or fulfilled by any Commerce Partner.
We agree to use our best endeavours to make the Platform available at all times. However, from time to time we may perform reasonable scheduled and emergency maintenance, and the Platform may be unavailable during the times we are performing such maintenance.
We may, from time to time, offer referral codes, advertising credits and/or vouchers for use with our Services. We reserve the right, at any time and without prior notice, to withdraw, void, remove, or modify any referral code, credit or voucher and reverse the application of any monetary credit applied to your account, or to cancel or suspend your Account if we reasonably suspect any fraudulent activity, misuse, or attempt to circumvent the intended use of the codes, credits or vouchers. You agree to use referral codes, credits and vouchers only as intended and in good faith.
You agree that we may amend the Services at any time, by providing written notice to you. If you do not agree to any amendment made to the type of Services, you may terminate these Terms in accordance with clause 12.2.
To enable us to perform the Services, we require your input and assistance including (without limitation) that you:
1. comply with these Terms;
2. promptly provide us with all information in connection with the Campaign and the Services that we may reasonably request; and
3. provide accurate and comprehensive information in any Campaign Offer, to allow the Commerce Partner to run the campaign.
Without limitation, you (and to the extent applicable, your Personnel) represent, warrant and agree:
1. that the Services are reliant on your input, including you making a Campaign Offer, and providing accurate information in a Campaign Offer;
2. to comply with our reasonable requests or requirements including any requests under clause 3.8;
3. to promptly provide us with reasonable assistance and to do all things reasonably required by us to enable us to perform the Services; and
4. to provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services.

4. Variations and Additional Services

Variations: You may request a variation or change to the Services, including the timing for the supply of the Services (Variation), by providing written notice (including by email) to us, with details of the Variation (Variation Request). We will not be obliged to comply with a Variation Request unless we accept the Variation Request in writing. The Parties agree to comply with these Terms as varied by any Variation Request accepted in writing. If we consider that any instruction or direction from you constitutes a Variation, then we will not be obliged to comply with such instruction or direction unless a Variation Request has been issued and accepted by us in accordance with this clause.
Additional Services: You may request Additional Services from us at any time. We will not be obliged to comply with the request for Additional Services, unless we agree to provide the Additional Services in writing. The Parties agree to comply with these Terms, as varied by any Additional Services we agree to provide, including your obligation to pay for any Expenses relating to Additional Services.

5. Campaigns

Where you wish to run a Campaign to promote your Advertiser Product, you may create an offer on the Platform to your chosen Commerce Partners to run this Campaign (Campaign Offer).
A Campaign Offer must contain the following information:
1. a press release detailing the Advertiser Product to be promoted within the Campaign;
2. the agreed amount that you are willing to pay for each Eligible Click recorded on the Campaign on either a Cost-Per-Click or Cost-Per-Mille basis as selected by you. You acknowledge and agree that Cost-Per-Click will be calculated at a minimum of 1 AUD/ 1 euro / 1 pound / 1 USD / 1 SGD, depending on the currency of the region which you are seeking to advertise in;
3. the maximum amount you will pay for total Click Payments under a Campaign (Campaign Payment Limit); and
4. requested start date of the Campaign. These details are unable to be changed by you once a Campaign Offer is made, however a Campaign Offer can be withdrawn until such time as it is accepted by a Commerce Partner.
Campaign Offers may be made to multiple Commerce Partners on the Platform. The first Commerce Partner(s) to accept the Campaign Offer will be the Commerce Partner(s) running the Campaign.
A Campaign Offer will remain live until the earlier of 1) the Commerce Partner accepts the Campaign Offer and it becomes a Campaign, 2) you withdraw a Campaign Offer. A Campaign Offer cannot be withdrawn by you once it is accepted by a Commerce Partner.
In relation to the Advertiser Materials you provide in a Campaign Offer, you warrant and agree that:
1. the Advertiser Materials are correct, factual and owned or licensed by you; and
2. the Advertiser Materials are legally able to be promoted and advertised by the Commerce Partner, and the Advertiser Product is legally able to be sold, and is not in breach of any laws or regulations.
You agree that you may not cancel a Campaign after it has begun, and you must pay to the Commerce Partner the full amount of the CPC or CPM generated from the Campaign, up to the Campaign Payment Limit.
A Commerce Partner is not obliged to seek your approval for Content before posting the Content publicly on its website.
You acknowledge that any clicks generated may or may not result in sales, sign-ups or other forms of engagement with you. You acknowledge and agree that a successful Campaign is a Campaign that results in an Eligible Click.
If you believe that the Content posted by you or the Commerce Partner contains incorrect information or is otherwise in breach of any Laws or third-party Intellectual Property Rights, you must notify us immediately.
You may run multiple Campaigns at any time. Each Campaign will have its own CPC and CPM (as applicable) and Campaign Payment Limit.
You acknowledge and agree that we are not responsible for the Commerce Partner Services.
You acknowledge and agree that each Campaign is subject to these Terms and the Insertion Order (as applicable).

6. Fees and Expenses

You agree to the below fee arrangement:
1. we provide the Services, including facilitating arrangements between Advertisers and Commerce Partners for the creation of Content for a Campaign, and facilitating the carrying out of a Campaign by a Commerce Partner;
2. Advertisers are responsible and liable to Commerce Partners for the Click Payments generated in a Campaign;
3. we act as a limited collection agent for the collection of Click Payments from you, as set out in these Terms;
4. we act as a limited payment agent for the payment to Commerce Partners on behalf of you. Click Payments are paid to Commerce Partners through our Platform; and
5. in consideration for our Services, and as a limited collection and payment agent, we retain 30% of each Click Payment before it is paid to the Commerce Partner.
You must provide to us a payment method from which you will pay the Click Payments, prior to lodging a Campaign Offer. You must not pay, or attempt to pay, the Click Payments by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment, that the debit or credit card is enabled for international transactions to pay us, and that the debit or credit card has the sufficient funds to pay for the Click Payments.
Your chosen payment method will be direct debited for Click Payments owing to the Advertiser at the earlier of: 1) each time your Click Payments in a Campaign reach 500 AUD/ 500 euro / 500 pound / 500 USD, / 500 SGD threshold depending on the currency of the region which you are seeking to advertise in; and 2) weekly during the Campaign.
If you request Additional Services from us, we will advise you of the fixed cost you will owe us and you agree to pay that amount for these Additional Services. Alternatively, you will agree to reimburse us for our out-of-pocket expenses relating to placement of advertising campaigns and other third-party expenses (Expenses).
Where you agree to receive the Additional Services (either by paying the flat fee or reimbursing us for the Expenses,) we will invoice you for the amount owed to us for the Additional Services, and you agree to pay the invoice on the terms and in the method set out on the invoice.
You will only pay for Click Payments based on Eligible Clicks. If CPM is your chosen Cost Model, you will be charged on a pro-rata basis for Eligible Clicks you actually receive on the Content.
You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us.
If any payment has not been made in accordance with these Terms, we may (at our absolute discretion and without prejudice to any of our rights or remedies under these Terms or at law):
1. after a period of 5 Business Days from the relevant due date, recover, as a debt due and immediately payable from you the outstanding amount, and our reasonable additional costs of doing so (including all recovery costs we incur);
2. a late charge of 2% per month (or the maximum rate permissible under applicable law, if less than the foregoing percentage) shall apply to any past-due amounts, until paid in full;
3. if you are an agency, contact your clients solely in relation to the non-payment and/or contact any current or ex-employees of the client; and/o if you are an agency, contact your current or former employees solely in relation to the non-payment.
4. We will not refund any amounts paid by you to us under clause 6. For the avoidance of any doubt, you may not attempt to receive a refund for any amounts paid by you to us by contacting your payment provider, and you must contact us directly about any refunds.

7. Warranties and Representations

Each Party represents, warrants and agrees that:
1. it has full legal capacity, right, authority and power to enter into these Terms, to perform its obligations under these Terms, and to carry on its business;
2. that these Terms constitute a legal, valid and binding agreement, enforceable in accordance with its terms;
3. If applicable, it is registered for any required licenses or any other tax imposed by any government, state or local authority.
You represent, warrant and agree:
1. to comply with these Terms and all applicable Laws;
2. that you will disclose to us immediately if the Advertiser Product has been recalled by you or a regulatory authority, for any reason;
3. that you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for any particular purposes, unless expressly stipulated in these Terms;
4. that no Insolvency Event has occurred in respect of you and that you will immediately notify us if you are (or you are likely to be) the subject of an Insolvency Event; and
5. that you will be responsible for the Advertiser Product and Advertiser Materials at all times.

8. Intellectual Property

As between the Parties:
1. we own all Intellectual Property Rights in Linkby Materials;
2. you own, or have a licence, to all Intellectual Property Rights in Advertiser Materials;
3. Commerce Partner owns all Intellectual Property Rights in Commerce Partner Materials and Content; and d. nothing in these Terms constitute a transfer or assignment of any Intellectual Property Rights in Linkby Materials, Advertiser Materials, Commerce Partner Materials and Content.
You grant us a non-exclusive, irrevocable, worldwide, sublicensable and non-transferable right and licence, to use the Advertiser Materials that you provide to us solely for the purposes for which they were developed and solely for the performance of our obligations under these Terms.
You acknowledge that we may sub-licence the licence granted by you to us in clause 8.2 to a Commerce Partner, for the purposes of allowing them to create the Content, and deliver the Commerce Partner Services to you.
We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use the Linkby Materials that we provide to you solely for the purposes for which they were developed and for your use and enjoyment of the Services, as contemplated by these Terms.
In the use of any Intellectual Property Rights in connection with these Terms, you agree that you must not (and you must ensure that your Personnel do not) commit any Intellectual Property Breach. Where you reasonably suspect that such a breach may have occurred, you must notify us immediately.
If you or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with these Terms, you agree to (and agree to ensure that your Personnel) consent to our use or infringement of those Moral Rights.
You and the Commerce Partner may enter into a separate agreement for the licensing or transfer of Intellectual Property relating to a Campaign. We are not a party to this agreement between you and the Commerce Partner and are not responsible or liable for any liability which may arise in connection with that agreement.
This clause 8 will survive termination or expiry of these Terms.

9. Confidential Information

Each Receiving Party agrees:
1. not to disclose the Confidential Information of the Disclosing Party to any third party;
2. to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and
3. to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.
You agree not to disclose the Confidential Information of the Commerce Partner to any third party, including publicly disclosing the CPC or CPM that you are paying the Commerce Partner.
The obligations in clause 9.1 and 9.2 do not apply to Confidential Information that:
1. is required to be disclosed in order for the Parties to comply with their obligations under these Terms;
2. is authorised to be disclosed by the Disclosing Party;
3. is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms; or
4. must be disclosed by law or by a regulatory authority, including under subpoena.
Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 9. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 9.
This clause 9 will survive the termination of these Terms.

10. Limitations on Liability and Indemnity

Despite anything to the contrary, to the maximum extent permitted by law:
1. we exclude liability for any Liability arising from or in connection with:
  1. the Commerce Partner Services;
  2. the Advertiser Product; or
  3. loss, damage or theft caused, in transit or otherwise, to any Advertiser Product sent to a Commerce Partner;
2. neither Party will be liable for Consequential Loss;
3. a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
4. our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the amount of 30% of the Click Payments you have paid in respect of the Campaign to which the Liability relates.
Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with your use of the Services, any Advertiser Materials you provide to us, and any Advertiser Products.
This clause 11 will survive the termination or expiry of these Terms.

11. Termination

Either Party may terminate these Terms at any time by giving 28 days’ notice in writing to the other Party.
Where you do not agree to our change to these Terms, you may terminate these Terms under clause 1.4 by giving us notice in writing.
These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
1. the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
2. the Defaulting Party is unable to pay its debts as they fall due.
Upon expiry or termination of these Terms:
1. we will immediately cease providing the Services where there is no Active Campaign at the time of termination;
2. where there is an Active Campaign, we agree to provide the Services, and you agree to pay the Click Payments, until the Active Campaign is complete, unless we decide in our sole discretion to cease providing the Services and terminate the Active Campaign on the date of termination;
3. you agree that any payments made by you are not refundable to you;
4. you are to pay for all Expenses incurred prior to termination, including Expenses which have been incurred by us and have not yet been invoiced to you; and
5. you agree to promptly return (where possible) or delete or destroy (where not possible to return), any information, documentation or material owned by us that is in your possession or control, subject to any rights you may have to any Intellectual Property.
We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of these Terms.
Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
This clause 11 will survive the termination or expiry of these Terms.

12. General

Access: The Services may be accessed in the United States and overseas. We make no representation that the Services comply with the laws (including Intellectual Property Laws) of any country outside of the United States. If you access the Services from outside the United States, you do so at your own risk and you are responsible for complying with the laws in the place you access the Services.
Publicity: You agree that we may advertise or publicise the broad nature of our supply of the Services to you, including on our website or in our promotional material by displaying your logo or business name.
Privacy: We will handle your personal information in accordance with our Privacy Policy, available at https://linkby.com/privacy-policy and if your personal information is collected by us under these Terms, your personal information may be disclosed to third parties in accordance with our privacy policy and solely for the purpose of us providing the Services.
Analytics: You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own internal business purposes, provided that the Analytics do not contain any identifying information.
Assignment: Subject to clause 12.6, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
Entire agreement: These Terms contain the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms (and where applicable, any Insertion Order), and these Terms supersede all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under these Terms.
Governing law: These Terms are governed by the laws of the State of New York. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New York County, New York and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
Taxes: The fees under these Terms are exclusive of any tax imposed by any government, state or local authority on the value of the Services or any other services provided by us to you or Advertiser (as applicable) such as, but not limited to, goods and services tax, sales tax, use tax, indirect tax, value added tax, excise tax, customs tax, tariffs and duties (Sales Tax), which will be your responsibility to pay. If we are required to pay any Sales Tax in relation to the Services supplied under these Terms, the applicable Sales Tax will be set out in the invoice provided to you or Advertiser and the fees payable under these Terms must be increased by the applicable Sales Tax.

Definitions

In these Terms, capitalised terms are defined throughout, or otherwise have the meanings given to them below:

Account means an account on the Platform as an Advertiser.

Active Campaign means the period from acceptance of a Campaign Offer by a Commerce Partner, until the Campaign Payment Limit has been reached.

ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.

Additional Services means any additional services you request from us.

Advertiser means you, an advertiser and Party to these Terms.

Advertiser Materials means any Intellectual Property contained in any information provided in a Campaign Offer, including photographs, and/ or otherwise related to the Advertiser Product, including copyright and trade marks.

Advertiser Product means your good or service which you wish to promote via a Campaign.

Business Day means a day on which banks are open for general banking business in New South Wales, excluding Saturdays, Sundays and public holidays.

Campaign means the creation of Content with cost per click links designed to promote Advertiser Product and used by Commerce Partners to monetise the Content through payment generated from Eligible Clicks, and facilitated by the Platform.

Click Payment a payment payable by an Advertiser to a Commerce Partner at the chosen Cost Model generated from an Eligible Click in Content.

Commerce Partner means a Commerce Partner and content creator Party to these Terms, with whom you have elected to create Content and run a Campaign through the Platform.

Commerce Partner Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned or licensed by the Commerce Partner or the Commerce Partner’s Personnel before the Commencement Date and/or developed by or on behalf of the Commerce Partner or the Commerce Partner’s Personnel independently of these Terms.

Commerce Partner Services means the delivery of a Campaign by a Commerce Partner, including preparing the Content and posting it on their site, to generate Eligible Clicks.

Commencement Date means the date these Terms are accepted in accordance with its terms.

Confidential Information includes information which:

is disclosed to the Receiving Party in connection with these Terms at any time;
is prepared or produced under or in connection with these Terms at any time;
relates to the Disclosing Party’s business, assets or affairs; or
relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us the Price under these Terms will not constitute “Consequential Loss” for the purposes of this definition.

Content means electronic media or social media content prepared by a Commerce Partner using materials provided by an Advertiser for an Advertiser Product the subject of a Campaign, and which may contain Advertiser Materials.

Cost Model means Cost-Per-Click or Cost-Per-Mille as applicable.

Cost-Per-Click means the amount (in the currency set out on your Account) that you are willing to pay per Eligible Click made through the Content. CPC has the corresponding meaning.

Cost-Per-Mille means the amount you are willing to pay per 1000 Eligible Content Impressions served through the Content. CPM has the corresponding meaning.

Disclosing Party means the Party disclosing Confidential Information to the Receiving Party.

Eligible Click means a human generated click generated from the body of an editorial article, being entry into an Advertiser website that is recorded by the Platform and verified by us as a valid interaction. All decisions made by us in regards to the eligibility of clicks are final.

Expense means an expense payable by you to us that you agree to as set out in clause 6.4.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Improvements means any development, modification, adaptation or improvement of Linkby Materials made by us (or any of our Personnel), or in respect of which Intellectual Property Rights are acquired by us during the Term.

Insertion Order means the Insertion Order setting out any Services as agreed between the Parties from time to time.

Insolvency Event means any of the following events or any analogous event:

a Party makes a general assignment for the benefit of creditors, or files a voluntary petition in bankruptcy or for reorganization or rearrangement under the bankruptcy laws; or
a petition in bankruptcy is filed against such other Party and is not dismissed within 60 days after the filing; or
a receiver or trustee is appointed for all or any part of the property or assets of such other Party or an equivalent or similar event or proceeding occurs in any jurisdiction; or
a Party is liquidated dissolved.

Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or Confidential Information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third-party rights, including any Intellectual Property Rights of third parties), including using or exploiting our Intellectual Property for purposes other than as expressly stated in these Terms (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties).

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms or the supply of the Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

Linkby Materials means any Intellectual Property or content, including copyright and trademarks, we make available to you on the Platform, (except for the Advertiser Materials and Content), the Platform itself, and any algorithms or machine learning models used on the Platform, as well as any Improvements of the same.

Party means a party to these Terms.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

Platform means Linkby.com.

Privacy Policy means our privacy policy available on our website https://linkby.com/privacy-policy.

Receiving Party means the Party receiving Confidential Information from the Disclosing Party.

Services means the provision to you of the Platform, including but not limited to facilitating the arrangement between you and the Commerce Partner for the creation of a Campaign, facilitating the provision of the Commerce Partner Services from Commerce Partner to you, acting as a limited payment agent to facilitate payments from you to Commerce Partners and any other Additional Services we agree to provide.