Terms and Conditions

Last Updated: 29th January, 2015

THE PARTIES ARE:

Codewise spółka z ograniczoną odpowiedzialnością Sp. K.

with a registered office at Lubicz 17G, 31 – 503 Cracow, Poland

Incorporated under the laws of Poland registered in the entrepreneurs register of the National Court Register held by District Court Krakow – Srodmiescie in Cracow XI Commercial Division (Sąd Rejonowy dla Krakowa – Śródmieścia w Krakowie XI Wydział Gospodarczy) under the number: KRS 0000402705,

Codewise EU VAT ID: PL5213623147,

further referred to as: “Codewise”

AND

Advertiser

Purchaser of domain (and other) traffic available on ZeroPark.com platform (further referred to as “you,” “your,” or “Advertiser,”)

 

These Terms of Service govern your participation in and/or use of certain services or features of ZeroPark.com (further referred to as: ZeroPark), a website owned and operated by Codewise. By participating in or using the services or features of the ZeroPark, you are agreeing to be bound by these terms of service (“Terms of Service”). These Terms and Conditions do not govern the relation between Codewise and publishers – the website owners or operators interested in generating domain traffic. Such relation shall be subject to a separate agreement.

This Terms and Conditions are effective as of the date the Advertiser registers as a ZeroPark user.

1. Domain Monetization Services

ZeroPark is a service that empowers domain name owners and other traffic providers to generate earnings based on appropriate incoming traffic to their domains or other sources, as described herein.

ZeroPark allows Advertisers to bid on available web traffic to redirect it to their own domains, pop ups or other sources. The traffic is redirected from domains and other sources cooperating with ZeroPark and may be generated by desktop or mobile users. 

Codewise does not guarantee any effects of Advertiser’s Campaign, in particular Codewise does not guarantee to deliver any number of visitors or Clicks. Advertiser also understands that Codewise does not guarantee sales or sign-ups (i.e., conversions) and will not issue a refund if none are achieved. Codewise does not guarantee any sales and will not be held responsible if sales are not generated.

In no event Codewise shall be liable for any consequential, direct, indirect, incidental, punitive, or other damages whatsoever (including, but not limited to, damages for loss of profits, loss of information or other pecuniary loss) arising out of the use or inability to use Advertiser’s Campaign, even if Codewise or Advertiser has been advised of the possibility of such damages.

For the duration of the contract, Codewise grants the Advertiser the revocable, non-exclusive, non-transferable and non-sub-licensable right to use the ZeroPark for own business purposes in accordance with these Terms and Conditions.

1.1 Payment; Refunds; Factors Affecting Payment; Taxes and Withholding; Payment Disputes.

A. Payment. 

Advertiser prior to buying traffic must deposit funds to his ZeroPark account. The amount of the deposit is solely a decision of Advertiser. Deposited funds are ring fenced within Codewise accounts and within the accounting ledger. To facilitate the depositing of funds, the Advertiser is provided with multiple payment options such as Bank Wire and PayPal. The currency accepted and used within  Codewise is United States Dollars. Deposited funds can be used only for purchase of traffic via different types of campaigns available in ZeroPark. Deposited funds do not expire and can be used to purchase traffic at any time. Advertiser may request to obtain a credit limit and can be granted with it base on individual decision of Codewise. Codewise reserves the right to cancel the credit limit in its absolute and sole discretion at any time.

Payments are based on Clicks and depend on Proxy Bidding results.

Advertiser understands and agrees that the statistics system provided by Codewise shall serve as the official record of traffic and Clicks delivered throughout the Advertiser’s Campaign. Other ways of tracking the traffic are acceptable based on individual request from Advertiser and after written approval from Codewise.

B. Factors Affecting Payment. 

Advertiser acknowledges and agrees that different funds deposit options – such as Bank Wire, or PayPal – may hold additional costs of transactions which are subjected to change without explicit notice from Codewise; information on additional costs of transactions is always displayed on ZeroPark’s payment screen. All costs related to payments, depositing funds or refunds shall be borne by the Advertiser.

In the event that Advertiser’s site or Landing Site becomes unavailable for any reason (e.g., server hosting the provided URL is down or unavailable, timed out, or shows to be active but with internal server errors, 404 errors and other types of common or uncommon errors associated with the internet, Advertiser’s website, Landing Site, the Advertiser’s network, and/or its underlying infrastructure), Advertiser will not hold Codewise or its partner sites responsible for these errors.

All and/or any web traffic delivered to the Advertiser’s site during this down time will not be refunded.

Codewise cannot be held responsible for factors beyond its control that may interfere with its ability to deliver visitors to the Advertiser’s site. Such factors include, but are not limited to, downtime on Advertiser’s server, overuse of Advertiser’s bandwidth quota (if applicable), errors on Advertiser’s site, pop-up killers, and/or network outages beyond Codewise’s servers.

C. Taxes and Withholding. 

Advertiser understands and agrees that taxes with respect to commissions or any other payments made to Codewise hereunder will not be withheld or paid directly or indirectly by Codewise unless Codewise determines in its sole discretion that Codewise or its affiliates may be liable for any such taxes, in which case it shall withhold the estimated amount and notify Advertiser of such withholding. Advertiser understands and agrees that it is Advertiser’s responsibility to pay all applicable local, state, federal, and/or foreign taxes on commissions and other expenses to Codewise pursuant to these Terms of Service. Advertiser agrees to promptly reimburse and indemnify Codewise from any claim or assessment of taxes by any foreign, United States, State of Poland, state, and/or local taxing authority, and any other costs and damages, arising from or in connection with the operation of this Section 1.1.

D. Payment Disputes. 

Advertiser understands and agrees to address any questions Advertiser may have with any payment of commissions under these provisions to Codewise within thirty (30) days of the date of such payment, in writing or by e-mail to payments@zeropark.com. Failure to notify Codewise within such period will constitute an acceptance of, and agreement with, the applicable payment.

E. Refunds. You may ask for a refund of the remaining funds on your account by contacting support@zeropark.com. This only includes funds that you have deposited using the payment methods described in 1.1A. This does not include bonuses, or any other form of credit from Codewise. The minimum deposit required is 200 USD. The first deposit is nonrefundable. 

The remaining balance of any accounts banned due to advertiser guideline violations will not be refunded.

The Advertiser agrees that  Codewise shall not reimburse funds Advertiser already spent on purchased traffic.

1.2 Restrictions and Rights

All of the following terms and conditions must be adhered to and are legally binding, immediately upon acceptance of these Terms of Service.

General Restrictions

A.  The Agreement for participation in ZeroPark is concluded for an indefinite period. The parties can terminate the agreement at any time in writing.

Codewise reserves the right to terminate Advertiser’s participation in ZeroPark in its absolute and sole discretion at any time.

Codewise may suspend or terminate Advertiser’s access to ZeroPark at any time, without advance notice, for any reason that Codewise finds valid in its sole discretion until cured, including but not limited to where Codewise believes that: (A) Advertiser is in any way in breach of the Terms and Conditions; (B) Advertiser, at any time, is conducting activities that do not fully comply with all applicable local, state, federal and foreign laws, rules and regulations. Regardless of the circumstances, such termination by Codewise shall not give rise to liability.

In the event of any termination Advertiser shall be entitled only to a refund of remaining funds deposited in Advertiser’s account. Bonuses or any form of credit granted by Codewise are no subject to refund.

All data, files or other information stored in Advertiser’s account shall be no longer available to Advertiser. Advertiser agrees that Codewise has the right to delete all data, files, or other information that is stored in Advertiser’s account subsequent to termination. Advertiser agrees that Codewise may retain chosen data related to Advertiser’s use of ZeroPark, except for any personal data. Such data shall be used only to improve ZeroPark’s performance and quality of service.

B. Advertiser is prohibited to use, purchased via ZeroPark, traffic to promote sites containing illegal and/or socially unacceptable content such as violent pornography, child pornography, hate or violence related, racism, harassment, illegal drugs and other acts and contents banned by laws of Poland, European Union and/or United States of America.

Advertiser shall not use ZeroPark in any manner, or in connection with any content, data, hardware, software or other materials, that (A) infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, (B) constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias) (D) violates any applicable law, ordinance, rule, regulation or treaty.

Advertiser shall be responsible for all damages incurred by Codewise arising from violation of any of the provisions herein, including the loss of business profits caused by termination of contracts by Codewise’s business partners.

C. Codewise shall not be obligated to provide Advertiser with any support, but may elect to do so at its sole discretion. In the event, technical support shall be delivered in English and refers to the working days Monday through Friday, from 9:00 to 17:00, Eastern European Time. Detailed information on technical support are posted on Zeropark.com.

Account

Access to ZeroPark is via special website: www.zpark.wpengine.com.

When Advertiser uses the services provided by Codewise, Advertiser will be required to create an account with Codewise to use its web-based interface.

Advertiser shall provide true, accurate and current information to Codewise and shall maintain all account information, insuring it is true, accurate and up-to-date.

When an individual, Advertiser represents and warrants: he/she is at least 18 years old, has full capacity to perform acts in law and is an individual running a business (i.e. Advertiser is not a consumer).

When a person signing to ZeroPark acts on behalf of their employer or an entity, this person represents and warrants he/she has a full legal authority to bind their employer or such other entity to these Terms and Conditions.

The Advertiser (when an individual) or the person acting on behalf of Advertiser authorizes Codewise to process their personal data given during registration for the needs of executing this agreement and rendering the services of ZeroPark in accordance with the Personal Data Protection Act dated 29.08.1997 (uniform text: Journal of Laws of the Republic of Poland 2002 No 101, item 926 with further amendments).

Codewise is the controller of personal data. Advertiser (when an individual) or person acting on behalf of Advertiser has the right to access their personal data processed by Codewise and to request the data to be corrected or deleted.

Advertiser shall not permit any 3rd party to use or gain access to ZeroPark and shall use reasonable security measures to protect against unauthorized usage and/or access. Advertiser is responsible for selecting and continuously managing  its password and security settings to protect Advertiser’s account and Advertiser’s campaigns settings (including Advertiser’s contact information) from unauthorized changes. Advertiser is entirely responsible for maintaining the confidentiality and secrecy of Advertiser’s password and account security settings, as well as Advertiser’s other information. All consequences of Advertiser’s voluntary disclosure of password and account information as well as all activities that occur in Advertiser’s account are Advertiser’s responsibility. Advertiser agrees to notify Codewise immediately of any unauthorized use of Advertiser’s account or any other breach of security.

Advertiser agrees that it shall be responsible for all activity that arises from Advertiser’s account, whether initiated by Advertiser or others on Advertiser’s behalf and Codewise shall be entitled to rely on any requests which have been initiated from Advertiser’s account. Codewise disclaims any liability for any activity in Advertiser’s account, whether initiated or authorized by Advertiser or not. Advertiser is solely responsible for use of ZeroPark by their employees or any unauthorized person.

Every new account created in the ZeroPark system is manually approved or denied by one of ZeroPark’s agents. The Advertiser acknowledges and agrees that all their campaigns participating in ZeroPark will be subject to review by Codewise’s employees. Codewise reserves the right to accept or reject Advertiser’s campaign at any time based solely on Codewise judgment on compliance with the Terms of Service.

 Accounts or Advertiser’s Campaigns will be verified within 72 hours. Requests submitted during holidays will be considered as submitted on the following working day.  

Advertiser shall not access, or attempt to access, ZeroPark by any means other than through the website or interface provided by Codewise.

Advertiser shall not attempt to obstruct, disrupt or interfere with the operation of ZeroPark (in particular with the results of Proxy bidding) or other services provided by Codewise.

Advertiser shall not attempt to gain unauthorized access to accounts registered to other users, or any servers, systems or networks connected to ZeroPark or Codewise’s website.

Advertiser shall not obtain or attempt to obtain: (A) any information from the ZeroPark, including without limitation: email addresses or phone numbers of other account holders or other software data; (B) intercept, examine or otherwise observe any proprietary communications protocol or bidding mechanisms used by ZeroPark, Codewise’s website or servers, (C) use any software that is designed to provide a means of unauthorized access to, or distort, delete, damage or disassemble ZeroPark or Codewise’s website or servers.

Additional Definitions. As used herein, the following capitalized terms shall have the meanings provided as follows:

“Advertiser’s Campaign” means a type of operation by which Advertiser bids on available within Codewise domain or other-source traffic. Campaign has its settings such as name, daily and total budget, geo-targeting, bid maximum price and destination URL which points a webpage, assumed to be owned/managed by Advertiser.

“Proxy bidding” is a Codewise auction mechanism allowing Advertisers to offer their maximum bid on a given traffic without revealing its maximum value to opponent bidder(s) (other Advertiser). Thanks to Proxy bidding, Advertiser pays only outbid price for desired traffic, not stated directly maximum (until another Advertiser outbids his maximum bid).

“Clicks” means a click by an End User. “Clicks” do not include clicks which are invalid as determined by Codewise’s internal tracking system and traffic quality scoring process or for which Codewise does not recognize revenue from its advertiser partners. Invalid Clicks may include clicks (i) generated by automated crawlers, robots or click generating scripts providing traffic which has no intent to sign-up, purchase or otherwise act upon a product or service offering; (ii) multiple clicks on the same advertisement within a brief period of time, or (iii) that an advertiser receives and rejects for a valid business purpose (e.g., a Click which was not generated by an End User).

“Domain Owner Website” means any website associated with a domain name owned by a Domain Owner which participates in the services or features of ZeroPark.

“End User” means a bona fide living human Internet user. An “End User” excludes any person or any mechanical, artificial or fraudulent means (such as a so-called robot, spider, software or scraper) lacking an intention to purchase, sign up or otherwise act upon a product or service of the marketer contained on a Landing Page or Search Results Page.

“Landing Page” means an html page or a framed html page hosted by or on behalf of CODEWISE displaying search links, search results and/or other content from CODEWISE servers or such servers as CODEWISE uses.

“Net Revenue” means Revenue adjusted for any bad debt, net credits or returns from previous payment periods, less any amount CODEWISE determines, in its sole discretion, was the result of improper use of Domain Owner Websites and as such revenue is otherwise calculated or adjusted by CODEWISE to take into account (i) any exclusions set forth in these Terms of Service, (ii) the results of CODEWISE’s traffic quality scoring process and (iii) any other adjustments made by CODEWISE in its sole discretion. CODEWISE may exclude from Net Revenue monies from traffic that originates from countries where traffic is, in the sole discretion of CODEWISE, suspect or difficult to track in the normal course of business or is determined to be invalid on a consistent and regular basis by CODEWISE or its Advertiser.

“Revenue” means estimated gross revenue to be received by CODEWISE for a particular calendar month as a direct result of Clicks on an advertisement or other promotional link attributable to traffic from Landing Pages or Search Results Pages hosted on a Domain Owner Website pursuant to ZeroPark as reported by CODEWISE’s Advertiser as of the end of such calendar month.

“Search Results Page” means an html page hosted by or on behalf of CODEWISE displaying search results pulled from CODEWISE servers (or such other servers as CODEWISE elects to use), which has resulted from a typed in search or a keyword click from and only from a Landing Page. Search Results Pages accessed by End Users through ZeroPark shall be solely through CODEWISE’s servers (or such other servers as CODEWISE in its sole discretion may use, hosted on CODEWISE’s servers or domains, meaning that CODEWISE shall host or on its behalf provide for hosting of all Search Results Pages in response to valid queries entered by End Users).

2. General Terms

2.1 Representations & Warranties

CODEWISE represents and warrants that it has full power and authority to enter into these Terms of Service. Advertiser represents and warrants that it has full power and authority to agree to these Terms of Service.

ZEROPARK, CODEWISE AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS, ADVERTISERS AND AGENTS (COLLECTIVELY THE “ZEROPARK PARTIES”) ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING ADVERTISERS). EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF ZEROPARK PARTIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. THE ENTIRE RISK ARISING OUT OF THE USE OF ZEROPARK OR PERFORMANCE OF THE ADVERTISER WEBSITES REMAINS WITH ADVERTISER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ZEROPARK PARTIES SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING (A) THE SUCCESS OF ZEROPARK, (B) THE NUMBER OF END USERS, IF ANY, WHO MAY SEE ADVERTISEMENTS THROUGH ZEROPARK, AND (C) THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF ZEROPARK. ZEROPARK IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY, OF ANY KIND, AND ANY USE BY YOU SHALL BE AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SITE PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE USE OF OR INABILITY TO USE ZEROPARK, EVEN IF CODEWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL, CUMULATIVE LIABILITY OF ZEROPARK PARTIES FOR ANY DIRECT DAMAGES INCURRED HEREUNDER SHALL NOT EXCEED FIFTY DOLLARS ($50.00). BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO ADVERTISER.

2.2 Intellectual Property

As between Codewise and Advertiser, Codewise (or others it so designates in writing) shall own all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), relating to ZeroPark (and any derivative works or enhancements thereof), including but not limited to, all software, technology, processes, materials, guidelines, documentation, relating in any way to ZeroPark. For purposes of these Terms of Service, “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide. Advertiser shall not, and shall not allow any third party to: (i) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any intellectual property in any way related to ZeroPark or CODEWISE; (ii) affix any unauthorized copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any site, or any other technology, software, materials and documentation related to ZeroPark or CODEWISE; (iii) crawl, index or in any non-transitory manner store or cache information obtained from ZeroPark; (iv) transfer, sell, lease, lend, disclose, or use for co-branding without explicit written permission from CODEWISE, any aspect of ZeroPark under any timesharing, service bureau or other unauthorized method or access thereto; (v) directly or indirectly access, launch and/or activate ZeroPark through or from any software application or means other than the Advertiser Website; or (vi) engage in any action or practice that reflects poorly on ZeroPark, CODEWISE or its Traffic Providers, or otherwise disparages or devalues the reputation or goodwill of the same.

All algorithms, methods of computation and data processed by ZeroPark to measure network traffic (in particular Clicks) or used for Proxy Bidding, geolocation or categorization of network traffic or any other data of statistical nature necessary for proper functioning of ZeroPark or features thereof (hereinafter referred to as: “Processed Data”) are and shall remain the sole and exclusive property of Codewise, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto. All rights not expressly granted to Advertiser herein are reserved to Codewise.

Advertiser’s materials (i.e. ads, campaigns, labels etc.) are and shall remain their sole and exclusive property, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto.

2.3 Confidentiality

Advertiser agrees to safeguard and, except for the benefit of ZeroPark, not to disclose to anyone outside ZeroPark any proprietary or confidential information acquired from Advertiser’s access to ZeroPark. Such information includes, without limitation, principles of operations of ZeroPark,  business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds (hereinafter referred to as Confidential Information).

Advertiser shall not sell, transfer, publish, disclose, display, or otherwise make available any portion of the Confidential Information to others except as expressly provided for herein. Advertiser agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Codewise’s rights therein. Advertiser shall use its best efforts to assist Codewise in identifying and preventing any unauthorized access, use, copying, or disclosure of the Confidential Information, or any component thereof, or any of the algorithms or logic contained therein. Without limitation of the foregoing, Advertiser shall advise Codewise immediately in the event Advertiser learns or has reason to believe that any person to whom Advertiser has given access to Confidential Information has violated or intends to violate the confidentiality of the Confidential Information or any other the proprietary rights of Codewise, and Advertiser will, at Advertiser’s expense, cooperate with Codewise in seeking injunctive or other equitable relief in the name of Advertiser or Codewise against any such person. Advertiser agrees to maintain the confidentiality of Codewise’s Confidential Information using at least as great a degree of care as Advertisert uses to maintain the confidentiality of Advertiser’s own most confidential information (and in no event less than a reasonable degree of care). Advertiser acknowledges that the disclosure of any aspect of the Confidential Information, including without limitation ZeroPark or any other Confidential Information referred to herein, or any information which, at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to Codewise inadequately compensable in damages at law, and Codewise is entitled to seek and obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. In addition, Codewise may immediately terminate Advertiser’s account and all license rights granted herein, in the event Advertiser breaches any of its confidentiality obligations.

2.4 Modifications

Codewise reserves the right to change these Terms of Service at any time in its sole discretion and pursuant to applicable law. Amended versions of this Agreement will be effective upon posting at www.zpark.wpengine.com/terms, and when such changes are deemed to be material by Codewise, such information will be stated on main page of zpark.wpengine.com. Your continued use of ZeroPark after the effective date of any such changes will constitute your acceptance of and agreement to such changes. If ADVERTSER DOES NOT WISH TO BE BOUND TO ANY NEW TERMS, IT MUST TERMINATE THESE TERMS OF SERVICE BY IMMEDIATELY CEASING USE OF ZEROPARK.

Codewise reserves the right to modify ZeroPark and its functions or services at any time in its sole discretion and without any liability. CODEWISE agrees to use commercially reasonable efforts to minimize unscheduled modification and maintenance interruptions. However, CODEWISE reserves the right to modify or maintain ZeroPark at any time, with or without notice to Advertiser.

2.5 Indemnification

Advertiser shall indemnify, defend, and hold harmless ZeroPark Parties from and against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, reasonable attorney fees, accounting fees, and expert witness fees) incurred by ZeroPark Parties, known or unknown, contingent or otherwise, directly or indirectly arising from Advertiser’s breach of any term or provision of these Terms of Service or any way related to Advertiser’s use of ZeroPark, including but not limited to any claim that the Advertiser’s website is owned by someone other than Advertiser or that the website infringes on the intellectual property rights of a third party. CODEWISE shall notify Advertiser of any such claim and shall cooperate with Advertiser, at Advertiser’s expense, in defending or settling such claim. Advertiser may not settle any such claim in a manner that imposes any non-indemnified costs or otherwise adversely affects CODEWISE rights without CODEWISE’s prior written consent. CODEWISE may join in defense with counsel of its choice at its own expense. If Advertiser does not assume the defense of any such claim within thirty (30) days after the date notice of such claim is given, CODEWISE may defend against such claim in such manner as it may deem appropriate at Advertiser’s expense, including, without limitation, settling such claim, after giving notice of the same to Advertiser.

2.6 Privacy Policy

ZeroPark’s Privacy Policy is hereby incorporated by reference into these Terms of Service. The Privacy Policy provides rights to Advertiser and CODEWISE’s responsibilities with regard to Advertiser’ personal information. CODEWISE shall not use information of Advertiser in any way inconsistent with the purposes and limitations provided in the Privacy Policy. CODEWISE may update, modify or amend the Privacy Policy from time to time as set forth therein.

2.7 Miscellaneous

Governing Law. These Terms of Service shall be governed by, and construed in accordance with, the laws of the State of Poland, without giving any effect to any choice of law provisions thereof that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Service.

Jurisdiction and Venue. Any litigation based hereon, or arising out of, under, or in connection with these Terms of Service, shall be brought and maintained exclusively in the courts of the State of Poland, i.e. the competent court in Cracow. The parties hereto hereby expressly and irrevocably submit to the jurisdiction of the courts of the State of Poland for the purpose of any such litigation as set forth above. In addition, each party irrevocably and unconditionally waives application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. The parties hereto hereby expressly and irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.

Waiver of Jury Trial. Each of the parties hereto hereby waives, to the fullest extent permitted by applicable law, any right to a trial by jury in any action or proceeding to enforce or defend any rights under these Terms of Service and any amendment, instrument, document or agreement delivered or which may in the future be delivered in connection herewith or therewith, and agrees that any such action or proceeding shall be tried before a court and not before a jury.

No Third Party Beneficiaries. These Terms of Service are made solely for the benefit of Advertisers and ZeroPark Parties and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of these Terms of Service.

Prohibition of Assignment. Advertiser may not assign any of its rights or delegate any of its duties under these Terms of Service without the prior written consent of the CODEWISE. Despite such consent, no assignment shall release the assignor of any its obligations or alter any of its primary obligations to be performed under these Terms of Service.

Successors and Assigns. Except as otherwise expressly provided in these Terms of Service, these Terms of Service shall bind and inure to the benefit of the successors, assigns, heirs, executors and administrators of the parties to these Terms of Service.

Independent Contractor. The relationship of Advertiser and CODEWISE established by these Terms of Service is that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other.

Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riot, act of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party.

Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms of Service shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No failure or delay by CODEWISE in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Entire Agreement. Except as may be set forth in an written agreement signed between CODEWISE and Advertiser, these Terms of Service constitute the final, complete, and exclusive statement of the terms of the use of ZeroPark between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.

Severability. If a court or an arbitrator of competent jurisdiction holds any provision of these Terms of Service to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of these Terms of Service or affecting the validity or enforceability of such provision in any other jurisdiction.

Attorney’s Fees. If CODEWISE prevails in any action, suit, or proceeding arising from or based upon these Terms of Service, CODEWISE shall be entitled to recover from Advertiser CODEWISE’s reasonable attorneys’ fees in connection therewith in addition to the costs of such action, suit, or proceeding.

Headings. The headings in these Terms of Service are included for convenience only and shall neither affect the construction or interpretation of any provision in these Terms of Service nor affect any of the rights or obligations of the parties these Terms of Service.

Notice. Any notice, communication or statement relating to these Terms of Service shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile or other confirmed electronic transmission; (iii) when delivered by certified mail or postage prepaid  to the address of the respective party as indicated herein (or in the case of Domain Owner, as last provided to CODEWISE); (iv) in the event of non-material changes to this Agreement, notice shall be deemed effective upon posting at www.zpark.wpengine.com; (v) and in the event of material changes to this Agreement, notice shall be effective upon the sending of an email from CODEWISE to the email address last provided by Advertiser. Copies of all notices shall be sent to: Codewise Sp. z o.o. Sp. k., ul. Lubicz 17G, 31-503 Krakow, , Poland, Attn: Legal Department.

Survival. Sections 2.1, 2.3, 2.5, 2.7, and any other obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of these Terms of Service shall survive and remain in effect after such happening.

Interpretation. Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of these Terms of Service. These Terms of Service shall not be construed against either party by reason of its drafting.

Publisher Terms and Conditions

1. INTRODUCTION

Last Updated: 08th June, 2017

THE PARTIES ARE:

Codewise spółka z ograniczoną odpowiedzialnością Sp. K.

with a registered office at Lubicz 17 H, 31 – 503 Cracow, Poland

Incorporated under the laws of Poland registered in the entrepreneurs register of the National Court Register held by District Court Krakow – Srodmiescie in Cracow XI Commercial Division (Sąd Rejonowy dla Krakowa – Śródmieścia w Krakowie XI Wydział Gospodarczy) under the number: KRS 0000402705,

Codewise EU VAT ID: PL5213623147,

further referred to as: “Codewise”

AND

Publisher

The owner of internet traffic made available to Codewise via Zeropark.com platform (further referred to as “you,” “your,” or “Publisher,”)

These Publisher Terms of Service (the “Terms and Conditions” or “Agreement“) govern your participation in and/or use of certain services or features of ZeroPark.com (further referred to as: Zeropark), a website owned and operated by Codewise. By participating in or using the services or features of Zeropark, you are agreeing to be bound by these terms of service (“Terms of Service”).

You” or “Publisher” means the entity identified in this enrollment form, and/or any agency acting on its behalf, which shall also be bound by the terms of this Agreement.

By enrolling as a Publisher, you agree to be bound by this Agreement. You further agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of the Services will be subject to and will abide by this Agreement.

These Terms and Conditions may change from time to time and it is your responsibility to review these Terms and Conditions regularly for changes. By using Zeropark’s Services (as defined herein) you agree to be bound by the then-current version of these Terms and Conditions.

2. DEFINITIONS

Definitions. As used herein, the following capitalized terms shall have the meanings provided as follows:

a) “Internet traffic” are visitors to Publisher’s “traffic sources”.

b) “Traffic sources” include, but are not limited to, websites, domains, toolbars, browser extensions, etc.

c) “End User” means a bona fide living human Internet user. An “End User” excludes any person or any mechanical, artificial or fraudulent means (such as a so-called robot, spider, software or scraper) lacking an intention to purchase, sign up or otherwise act upon a product or service of the marketer contained on  Advertiser Page.

d) “Advertiser Page” means an html page or a framed html page where Zeropark will redirect End Users generated by Publisher’s traffic sources.

e) “Publisher’s Account” means an online account created by the Publisher Zeropark for tracking statistics.

f) “Net Revenue” means Revenue adjusted for any bad debt, net credits or returns from previous payment periods, less any amount CODEWISE determines, in its sole discretion, was the result of improper use of Zeropark’s services and as such revenue is otherwise calculated or adjusted by CODEWISE to take into account (i) any exclusions set forth in these Terms of Service, (ii) the results of CODEWISE’s traffic quality scoring process and (iii) any other adjustments made by CODEWISE in its sole discretion. CODEWISE may exclude from Net Revenue monies from traffic that originates from countries where traffic is, in the sole discretion of CODEWISE, suspect or difficult to track in the normal course of business or is determined to be invalid on a consistent and regular basis by CODEWISE or its Advertiser.

g) “Revenue” means estimated gross revenue to be received by the Publisher for a particular calendar month as a direct result of End Users redirected to Advertiser’s pages by Zeropark as reported in Zeropark’s Publisher account as of the end of such calendar month.

3. ZEROPARK’S SERVICES

3.1 Services. Zeropark provides internet traffic monetization services (“Service”). Publisher shall supply Zeropark with internet traffic. Zeropark shall auction of the received traffic amongst it’s network of Advertisers, thereby allowing the Publisher to generate a portion of the revenue generated from Advertisements on pay per visitor basis.

3.2. Account Access. When Publisher uses the services provided by Zeropark, Publisher will be required to create an account with Zeropark to use its web-based interface. Codewise reserves the right to verify the Publishers’ personal data. Registration with Zeropark is not transferable

Publisher shall provide true, accurate and current information and shall maintain all account information, insuring it is true, accurate and up-to-date. Additionally, each Publisher must have a Paypal or bank account.

When an individual, Publisher represents and warrants: he/she is at least 18 years old, has full capacity to perform acts in law and is an individual running a business (i.e. Publisher is not a consumer).

When a person signing up to Zeropark acts on behalf of their employer or an entity, this person represents and warrants he/she has a full legal authority to bind their employer or such other entity to these Terms and Conditions.

The Publisher (when an individual) or the person acting on behalf of Publisher authorizes Codewise to process their personal data given during registration for the needs of executing this agreement and rendering the services of Zeropark in accordance with the Personal Data Protection Act dated 29.08.1997 (uniform text: Journal of Laws of the Republic of Poland 2002 No 101, item 926 with further amendments).

Codewise is the controller of personal data. Publisher (when an individual) or person acting on behalf of Publisher has the right to access their personal data processed by Codewise and to request the data to be corrected or deleted.

Publisher shall not permit any 3rd party to use or gain access to Zeropark and shall use reasonable security measures to protect against unauthorized usage and/or access. Publisher is responsible for selecting and continuously managing his/ her password and security settings to protect Publisher’s account and Publisher’s account settings (including Publisher’s contact and payment information) from unauthorized changes. Publisher is entirely responsible for maintaining the confidentiality and secrecy of Publisher’s password and account security settings, as well as Publisher’s other information. All consequences of Publisher’s voluntary disclosure of password and account information as well as all activities that occur in Publisher’s account are Publisher’s responsibility. Publisher agrees to notify Codewise immediately of any unauthorized use of Publisher’s account or any other breach of security.

Publisher agrees that it shall be responsible for all activity that arises from Publisher’s account, whether initiated by Publisher or others on Publisher’s behalf and Codewise shall be entitled to rely on any requests which have been initiated from Publisher’s account. Codewise disclaims any liability for any activity in Publisher’s account, whether initiated or authorized by Publisher or not. Publisher is solely responsible for use of ZeroPark by their employees or any unauthorized person.

Every new account created in the ZeroPark system is manually approved or denied by one of Zeropark’s agents. The Publisher acknowledges and agrees that all their traffic sources participating in Zeropark will be subject to review by Codewise’s employees. Codewise reserves the right to accept or reject Publisher’s traffic sources at any time based solely on Codewise judgment on compliance with the Terms of Service.

Publisher shall not attempt to gain unauthorized access to accounts registered to other users, or any servers, systems or networks connected to Zeropark or Codewise’s website.

Publisher shall not obtain or attempt to obtain: (A) any information from Zeropark, including without limitation: email addresses or phone numbers of other account holders or other software data; (B) intercept, examine or otherwise observe any proprietary communications protocol or bidding mechanisms used by Zeropark, Codewise’s website or servers, (C) use any software that is designed to provide a means of unauthorized access to, or distort, delete, damage or disassemble Zeropark or Codewise’s website or servers.

4. PAYMENT

4.1 Payment. Unless agreed to otherwise, Zeropark shall pay Publisher 70% of the Gross Revenues paid by our Advertiser. The amount to be paid shall be determined by Zeropark (any chargebacks, poor quality traffic or fraudulent transaction will be adjusted to the Publisher payout within 60 day of the billing period) and indicated in the Publisher account. All payments shall be made 30 days following the last day of each calendar month. In order to be eligible for payment Customer is required to make use of Codewise Auto invoice system or provide an invoice prior to processing the payment.

4.2. Payment Currency All payments will be made in United States Dollars (USD).

4.3 Reporting. In all cases the reports (underlying the calculation of revenue, including but not limited to statistics on: visits, impressions, sold visits, clicks, conversions) generated by Zeropark will be relied upon as the basis for any invoicing and subsequent payment. Payments will not be made for visits deemed invalid by Zeropark’s internal filtering system. The statistics are fully available to the Publisher via Zeropark’s Publisher account, or Zeropark’s API.

Invalid visits may include visits (i) generated by automated crawlers, robots or click generating scripts providing traffic which has no intent to sign-up, purchase or otherwise act upon a product or service offering; (ii) multiple visits on the same redirect URL; (iii) that Zeropark receives and rejects for a valid business purpose; (iv) or visits containing mismatches to the original XML feed call, which prompted a bid response from Zeropark.

4.4 Payment Disputes. Publisher understands and agrees to address any questions Publisher may have with any payment of commissions under these provisions to Codewise within thirty (30) days of the date of such payment, in writing or by e-mail to support@zeropark.com. Failure to notify Codewise within such period will constitute an acceptance of, and agreement with, the applicable payment. Notwithstanding, in an event that discrepancies between Publisher and Zeropark statistics exceed 10%, the Publisher and Zeropark agree to work together in good faith with the aim of reducing the discrepancies to below the 10% threshold.

4.5 Payment Minimums. The minimum payment amount is $100 USD (to be paid out with Paypal) and $1000 USD – to be paid with wire transfer. All payments to Publisher will be withheld until such an amount is accumulated in Publisher’s account. Paypal and wire transfers are performed in the amount of payout. Wire transfers are performed in “shared fees” option.

4.6 Taxes and Withholding. Publisher understands and agrees that taxes with respect to commissions or any other payments made to Codewise hereunder will not be withheld or paid directly or indirectly by Codewise unless Codewise determines in its sole discretion that Codewise or its affiliates may be liable for any such taxes, in which case it shall withhold the estimated amount and notify Publisher of such withholding. Publisher understands and agrees that it is Publisher’s responsibility to pay all applicable local, state, federal, and/or foreign taxes (if applicable) on commissions and other expenses to Codewise pursuant to these Terms of Service.

5. RESTRICTIONS AND RIGHTS

All of the following terms and conditions must be adhered to and are legally binding, immediately upon acceptance of these Terms of Service.

5.1 Duration The Agreement for participation in Zeropark is concluded for an indefinite period. The parties can terminate the agreement at any time in writing, by providing the other party with 48 hours advance notice.

5.2 Termination of Agreement Codewise reserves the right to terminate Publisher’s participation in ZeroPark in its absolute and sole discretion at any time.

Codewise may suspend or terminate Publisher’s access to Zeropark at any time, without advance notice, for any reason that Codewise finds valid in its sole discretion until cured, including but not limited to: (A) Publisher is in any way in breach of the Terms and Conditions; (B) Publisher, at any time, is conducting activities that do not fully comply with all applicable local, state, federal and foreign laws, rules and regulations. Regardless of the circumstances, such termination by Codewise shall not give rise to liability.

All data, files or other information stored in Publisher’s account shall be no longer available to Publisher. Publisher agrees that Codewise has the right to delete all data, files, or other information that is stored in Publisher’s account subsequent to termination.

5.3 Restrictions on Traffic Sources Publisher is prohibited to send to ZeroPark traffic originating form sites containing illegal and/or socially unacceptable content such as violent pornography, child pornography, hate or violence related, racism, harassment, illegal drugs and other acts and contents banned by laws of Poland, European Union and/or United States of America.

The Publisher may not send traffic to Zeropark that has been generated by offering incentives in any form (“incentivized traffic”) or traffic that has been generated via any illegal method, including but not limited to: zero pixel frames, hitbots, clickbots, spiders, cgi-scripts, DNS hacking, spoofing or pharming.

Publisher shall not use ZeroPark in any manner, or in connection with any content, data, hardware, software or other materials, that (A) infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, (B) constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias) (D) violates any applicable law, ordinance, rule, regulation or treaty.

Publisher shall be responsible for all damages incurred by Codewise arising from violation of any of the provisions herein, including the loss of business profits caused by termination of contracts by Codewise’s business partners.

Zeropark reserves the right at its own discretion to chargeback, block and ban any traffic that it deems harmful to its continued operation.

6. GENERAL TERMS

6.1 Representations & Warranties

CODEWISE represents and warrants that it has full power and authority to enter into these Terms of Service.  Publisher represents and warrants that it has full power and authority to agree to these Terms of Service.

ZEROPARK, CODEWISE AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS, PUBLISHERS AND AGENTS (COLLECTIVELY THE “ZEROPARK PARTIES”) ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING PUBLISHERS). EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF ZEROPARK PARTIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ZEROPARK PARTIES SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING (A) THE SUCCESS OF ZEROPARK, (B) THE NUMBER OF END USERS, IF ANY, WHO MAY SEE ADVERTISEMENTS THROUGH ZEROPARK, AND (C) THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF ZEROPARK. ZEROPARK IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY, OF ANY KIND, AND ANY USE BY YOU SHALL BE AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SITE PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE USE OF OR INABILITY TO USE ZEROPARK, EVEN IF CODEWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL, CUMULATIVE LIABILITY OF ZEROPARK PARTIES FOR ANY DIRECT DAMAGES INCURRED HEREUNDER SHALL NOT EXCEED FIFTY DOLLARS ($50.00). BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO PUBLISHER.

6.2 Intellectual Property As between Codewise and Publisher, Codewise (or others it so designates in writing) shall own all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), relating to ZeroPark (and any derivative works or enhancements thereof), including but not limited to, all software, technology, processes, materials, guidelines, documentation, relating in any way to ZeroPark. For purposes of these Terms of Service, “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide. Publisher shall not, and shall not allow any third party to: (i) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any intellectual property in any way related to ZeroPark or CODEWISE; (ii) affix any unauthorized copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any site, or any other technology, software, materials and documentation related to ZeroPark or CODEWISE; (iii) crawl, index or in any non-transitory manner store or cache information obtained from ZeroPark; (iv) transfer, sell, lease, lend, disclose, or use for co-branding without explicit written permission from CODEWISE, any aspect of ZeroPark under any timesharing, service bureau or other unauthorized method or access thereto; (v) directly or indirectly access, launch and/or activate ZeroPark through or from any software application or means other than the Publisher Website; or (vi) engage in any action or practice that reflects poorly on ZeroPark, CODEWISE or its Traffic Providers, or otherwise disparages or devalues the reputation or goodwill of the same.

All algorithms, methods of computation and data processed by ZeroPark to measure network traffic (in particular Clicks) or used for Proxy Bidding, geolocation or categorization of network traffic or any other data of statistical nature necessary for proper functioning of ZeroPark or features thereof (hereinafter referred to as: “Processed Data”) are and shall remain the sole and exclusive property of Codewise, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto. All rights not expressly granted to Publisher herein are reserved to Codewise.

Publisher’s materials (i.e. websites, domains, ad generating software, toolbars, browser exentions etc.) are and shall remain their sole and exclusive property, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto.

6.3 Confidentiality Publisher agrees to safeguard and, except for the benefit of ZeroPark, not to disclose to anyone outside ZeroPark any proprietary or confidential information acquired from Publisher’s access to ZeroPark. Such information includes, without limitation, principles of operations of ZeroPark,  business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds (hereinafter referred to as Confidential Information).

Publisher shall not sell, transfer, publish, disclose, display, or otherwise make available any portion of the Confidential Information to others except as expressly provided for herein. Publisher agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Codewise’s rights therein. Publisher shall use its best efforts to assist Codewise in identifying and preventing any unauthorized access, use, copying, or disclosure of the Confidential Information, or any component thereof, or any of the algorithms or logic contained therein. Without limitation of the foregoing, Publisher shall advise Codewise immediately in the event Publisher learns or has reason to believe that any person to whom Publisher has given access to Confidential Information has violated or intends to violate the confidentiality of the Confidential Information or any other the proprietary rights of Codewise, and Publisher will, at Publisher’s expense, cooperate with Codewise in seeking injunctive or other equitable relief in the name of Publisher or Codewise against any such person. Publisher agrees to maintain the confidentiality of Codewise’s Confidential Information using at least as great a degree of care as Publishert uses to maintain the confidentiality of Publisher’s own most confidential information (and in no event less than a reasonable degree of care). Publisher acknowledges that the disclosure of any aspect of the Confidential Information, including without limitation ZeroPark or any other Confidential Information referred to herein, or any information which, at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to Codewise inadequately compensable in damages at law, and Codewise is entitled to seek and obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. In addition, Codewise may immediately terminate Publisher’s account and all license rights granted herein, in the event Publisher breaches any of its confidentiality obligations.

6.4 Modifications Codewise reserves the right to change these Terms of Service at any time in its sole discretion and pursuant to applicable law. Amended versions of this Agreement will be effective upon providing Publisher with a written notice of two (two) weeks. Your continued use of ZeroPark after the effective date of any such notice will constitute your acceptance of and agreement to such changes. If ADVERTSER DOES NOT WISH TO BE BOUND TO ANY NEW TERMS, IT MUST TERMINATE THESE TERMS OF SERVICE BY IMMEDIATELY CEASING USE OF ZEROPARK.

Codewise reserves the right to modify ZeroPark and its functions or services at any time in its sole discretion and without any liability. CODEWISE agrees to use commercially reasonable efforts to minimize unscheduled modification and maintenance interruptions. However, CODEWISE reserves the right to modify or maintain ZeroPark at any time, with or without notice to Publisher.

6.5 Indemnification Each party shall indemnify, defend, and hold harmless the other party (including ZeroPark Parties) from and against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, reasonable attorney fees, accounting fees, and expert witness fees) incurred by the other party, known or unknown, contingent or otherwise, directly or indirectly arising from the other party’s breach of any term or provision of these Terms of Service or any way related to Publisher’s use of ZeroPark, including but not limited to any claim for infringement of intellectual property rights of a third party. Each party shall notify the other of any such claim and shall cooperate with the other party, at its expense, in defending or settling such claim. may not settle any such claim in a manner that imposes any non-indemnified costs or otherwise adversely affects the other party rights without that same party’s prior written consent. A party may join in defense with counsel of its choice at its own expense. If a party does not assume the defense of any such claim within thirty (30) days after the date notice of such claim is given, the other party may defend against such claim in such manner as it may deem appropriate at the other party’s expense, including, without limitation, settling such claim, after giving notice of the same to the other party.

6.6 Privacy Policy ZeroPark’s Privacy Policy is hereby incorporated by reference into these Terms of Service. The Privacy Policy provides rights to Publisher and CODEWISE’s responsibilities with regard to Publisher’ personal information. CODEWISE shall not use information of Publisher in any way inconsistent with the purposes and limitations provided in the Privacy Policy. CODEWISE may update, modify or amend the Privacy Policy from time to time as set forth therein.

6.7 Miscellaneous

Governing Law. These Terms of Service shall be governed by, and construed in accordance with, the laws of the Republic of Poland, without giving any effect to any choice of law provisions thereof that would cause the application of the laws of any other jurisdiction and the competent courts in the City of Limassol, Cyprus shall have exclusive jurisdiction in all matters relating hereto (including non-contractual disputes or claims). The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Service.

Jurisdiction and Venue. Any litigation based hereon, or arising out of, under, or in connection with these Terms of Service, shall be brought and maintained exclusively in the courts of the Republic of Cyprus, i.e. the competent court in in the City of Nicosia Cyprus. The parties hereto hereby expressly and irrevocably submit to the jurisdiction of the courts of the State of Poland for the purpose of any such litigation as set forth above. In addition, each party irrevocably and unconditionally waives application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. The parties hereto hereby expressly and irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.

Waiver of Jury Trial. Each of the parties hereto hereby waives, to the fullest extent permitted by applicable law, any right to a trial by jury in any action or proceeding to enforce or defend any rights under these Terms of Service and any amendment, instrument, document or agreement delivered or which may in the future be delivered in connection herewith or therewith, and agrees that any such action or proceeding shall be tried before a court and not before a jury.

No Third Party Beneficiaries. These Terms of Service are made solely for the benefit of Publishers and ZeroPark Parties and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of these Terms of Service.

Prohibition of Assignment. Publisher may not assign any of its rights or delegate any of its duties under these Terms of Service without the prior written consent of the CODEWISE. Despite such consent, no assignment shall release the assignor of any its obligations or alter any of its primary obligations to be performed under these Terms of Service.

Successors and Assigns. Except as otherwise expressly provided in these Terms of Service, these Terms of Service shall bind and inure to the benefit of the successors, assigns, heirs, executors and administrators of the parties to these Terms of Service.

Independent Contractor. The relationship of Publisher and CODEWISE established by these Terms of Service is that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other.

Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riot, act of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party.

Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms of Service shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No failure or delay by CODEWISE in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Entire Agreement. Except as may be set forth in an written agreement signed between CODEWISE and Publisher, these Terms of Service constitute the final, complete, and exclusive statement of the terms of the use of ZeroPark between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.

Severability. If a court or an arbitrator of competent jurisdiction holds any provision of these Terms of Service to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of these Terms of Service or affecting the validity or enforceability of such provision in any other jurisdiction.

Attorney’s Fees. If CODEWISE prevails in any action, suit, or proceeding arising from or based upon these Terms of Service, CODEWISE shall be entitled to recover from Publisher CODEWISE’s reasonable attorneys’ fees in connection therewith in addition to the costs of such action, suit, or proceeding.

Headings. The headings in these Terms of Service are included for convenience only and shall neither affect the construction or interpretation of any provision in these Terms of Service nor affect any of the rights or obligations of the parties these Terms of Service.

Notice. Any notice, communication or statement relating to these Terms of Service shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile or other confirmed electronic transmission; (iii) when delivered by certified mail or postage prepaid  to the address of the respective party as indicated herein (or in the case of Domain Owner, as last provided to CODEWISE); (iv) in the event of non-material changes to this Agreement, notice shall be deemed effective upon posting at www.zpark.wpengine.com; (v) and in the event of material changes to this Agreement, notice shall be effective upon the sending of an email from CODEWISE to the email address last provided by Publisher. Copies of all notices shall be sent to: Codewise Sp. z o.o. Sp. k., ul. Lubicz 17G, 31-503 Krakow, Poland, Attn: Legal Department.

Survival. Sections 2.1, 2.3, 2.5, 2.7, and any other obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of these Terms of Service shall survive and remain in effect after such happening.

Interpretation. Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of these Terms of Service. These Terms of Service shall not be construed against either party by reason of its drafting.

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