These are the Terms of Service and Client Agreement ("Agreement") between GeoRiot, LLC ("GeoRiot", "Site", "us", "we") and the client (also referred by as "You" or "Client") and will govern the client's participation in the GeoRiot service ("Service") for the duration of your use of our Site and related Services. We may change this Agreement from time so its important to come back and check what updates we've made. If you do not wish to be bound by this Agreement you must leave our Site and not use our Services
1. The Service
1.1 GeoRiot provides you online tools for use with your website or mobile application ("property"). Such tools include services to implement specialized links into your property directing users of that link through specialized links to affiliate networks and advertisers. These links may use the geography of the user and a translation of the link in order to best direct the user. Such tools may also include specialized metric tracking based on analytic and reporting services as well as information gathered by the client's use of the GeoRiot services.
2.1 GeoRiot will skim the agreed upon target percentage of affiliate clicks beginning with unsupported clicks. If the total number of unsupported clicks falls below the target percentage, supported clicks may be skimmed to reach the target percentage.
2.2 Due to unpredictable traffic to a client's property, GeoRiot will attempt to skim no more than the target percentage but the actual percentage may fluctuate. Fluctuations will be minimized by calculating the actual skim percentage over a sliding time window.
2.3 GeoRiot reserves the right to skim 100% of clicks originating from countries unsupported by the client. If the amount of unsupported clicks is equal to or greater than the target percentage, GeoRiot will not skim supported clicks. However, even if the target percentage is met entirely by unsupported clicks, some supported clicks may still be skimmed due to the fluctuation of source traffic. GeoRiot will attempt to minimize the number of supported clicks skimmed during a period where the target percentage is reached by unsupported clicks.
2.4 GeoRiot will not actively skim clicks from your base county. The base country is defined as the country from which the links are based or corresponds with the GRID value used in the link.
2.5 Skimmed clicks will be selected at random. GeoRiot will not discriminate based on time of day, geographic location, affiliate network, or affiliate program.
3. Representations about GeoRiot
3.1 This Section will briefly outline the representations and a few limitations of liability. This section will be more fully outlined in Section 17 of this Agreement.
3.2 Client, including those employed by Client or connected with Client, will at all times comply with all laws, rules and regulations that are expressly applicable to it's obligations under this Agreement including, but not limited to CAN-SPAM, the FTC Act, FTC guidelines concerning disclosure, US-EU Safe Harbor Principles, Switzerland Safe Harbor Principles, Restore Online Shoppers Confidence Act, FCC rules and regulations. In addition, the GeoRiot and Client services comply with all platform rules, guidelines and terms of service that are expressly applicable to each party's performance under this Agreement.
3.3 Client, including its advertisers, publishers, clients, or affiliate networks that it has control over, whether directly or indirectly, will not display any content that contains any hate-related, violent or otherwise offensive content or contain any other material, products or services that violate or encourage conduct that would violate any criminal laws, violate any intellectual property laws, any other applicable laws, or any third party rights or which are reasonably likely to subject GeoRiot to liability.
3.4 Use of the GeoRiot service does not imply acceptance into any of the associated advertisers or affiliate networks, services, or programs.
3.5 GeoRiot does not guarantee an improvement in your property's revenue, number of clicks, commissions, orders, or conversion rate from using the service or working with GeoRiot.
3.6 Neither of the parties will be deemed to be in default of, or to have breached, any provision of this Agreement as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of God, such as fires, earthquakes and other catastrophes, zombie attacks, acts of civil or military authorities, downed nodes, civil disturbances and wars and other unforeseeable events that are not the direct or indirect fault of either party. In every case, the parties will use commercially reasonable efforts to work around the force majeure event and mitigate any impacts of any delay or failure in performance or interruption of service. The delay or failure in performance or interruption of service must be without the fault or negligence of the party claiming excusable delay, and the party claiming excusable delay must promptly notify the other party of such delay.
3.7 GeoRiot neither approves nor endorses any client's site or it's content and it is Client's responsibility to review and monitor any of the client's sites and its content. Client will indemnify GeoRiot for any increase in liability or damages that GeoRiot may incur as a result of Client's failure.
3.8 GeoRiot neither endorses nor is associated with any affiliate network or advertiser, including but not limited to LinkShare, LinkShare Japan, DGM, TradeDoubler, iTunes, Apple, or Amazon.
3.9 GeoRiot will not be liable to Client or any third party for any indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, loss of ranking, goodwill, use, data or other losses (even if a party has been advised of the possibility of such damages) in connection with this agreement or using the service. This includes damages resulting from the use or the inability to use the GeoRiot service, the cost of procuring substitute services or information, and unauthorized access to or alteration of your content. Except for the indemnification obligations in this agreement, and for damages resulting from reverse engineering, patent infringement, exposing confidential information, intellectual property infringement, and any action related thereto, GeoRiot's total cumulative liability to Client or third party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this agreement will not exceed the amount paid to GeoRiot in the month the cause of action occurred.
4.1 GeoRiot is not liable for lost clicks due to the service being interrupted. GeoRiot makes no guarantees as to how quickly it will be able to restore services since it depends on many factors. Know that GeoRiot cares about its Clients and will work to restore services as quickly as it can. GeoRiot may require action from you to restore service and you are requested to comply as quickly as possible. GeoRiot may, but is not required, to renumerate you for any downtime in the service in GeoRiot's sole discretion.
4.2 You agree to fully defend, indemnify, and hold GeoRiot, its subsidiaries, advertisers, third parties, and each of their respective officers, partners, members, managers, employees, agents and attorneys, harmless from and against any and all claims, threats, allegations, liabilities, costs, taxes, and expenses (including reasonable attorneys' fees and costs) by third parties arising out of, or related to your use or participation in, the Site and/or Services, including, but not limited to: (1) your violation of this Agreement; (2) your improper use of the Site/Services; (3) allegations concerning intellectual property infringement; (4) breach of any of your warranties, representations, obligations or covenants; (5) any claim that GeoRiot or any of its advertisers are obligated to pay taxes in connection with any money you earn or any revenue you may receive in connection with using GeoRiot. Without limiting the foregoing, you agree to not settle any claim without GeoRiot's consent, which consent may be provided in it's sole discretion. In addition, you agree to be fully responsible for any and all taxes, whether state or local, and related fees, costs, transaction fees, and penalties incurred by GeoRiot and/or any of its advertisers.
4.3 GeoRiot is not liable and cannot be held accountable for issues or errors in regards to the affiliate networks or advertiser's handling of clicks or links.
5. License and Use of System
5.1 GeoRiot hereby grants to Client a single non-exclusive, non-transferable, revocable, non-sublicensable, royalty-free, worldwide right and license to use the GeoRiot service. Client agrees that it will not, directly or indirectly, decompile, disassemble or reverse engineer or attempt to discover the source code of, or facilitate, enable, cause, or allow any third party to decompile, disassemble or reverse engineer or attempt to discover the source code of, the GeoRiot Site or Service.
5.2 The client may not attempt to exploit the GeoRiot system or services in anyway including hacking or SQL injections.
5.3 The client may not intentionally disrupt any of the GeoRiot services or those of its clients.
5.4 You will not impersonate anyone or any entity;
5.5 You will ensure that any Sites will include appropriate disclaimers that may be required by law;
5.6 The client may not impede the GeoRiot services or those of its other clients.
6. Up Time
6.1 GeoRiot works to maintain industry standard uptimes, but cannot guarantee that it will be accessible and available. For example, sometimes the Service may be inaccessible or down due to user error, service maintenance, or failure from our upstream provider due to no fault of our own. Thus, we cannot make any specific guarantees of uptime. Should you wish to have such guarantee GeoRiot may enter into a separate agreement with you but is not required to do so.
6.2 GeoRiot is allowed to and will take the service down to provide system upgrades as necessary. GeoRiot may attempt to give you 24 hours advance notice of any planned system downtime.
6.3 GeoRiot dashboard uptime is not guaranteed, however GeoRiot will make all reasonable efforts to maintain maximum availability. Due to the non-critical nature of the reporting dashboard in serving client clicks, notice of dashboard downtime is not required.
7.1 GeoRiot's Site, Services, and related data are considered GeoRiot's Confidential and/or Proprietary information (collectively "Confidential Information") and are protected by law. Client will not use any Confidential Information without GeoRiot's written consent. Neither party will use any Confidential Information of the other parties except as required to perform a party's obligations under this agreement. "Confidential Information" includes without limitation: (a) all software, technology, programming, specifications, materials, code, client lists, revenue, URL's, marketing methods, guidelines, interfaces (eg. Dashboards), reports and documentation, including the existence and content of this agreement and any information provided pursuant to the agreement; (b) any information designated in writing by either party as "Confidential" or an equivalent designation; and (c) information disclosed under circumstances that a reasonable person should know such information is confidential/proprietary. Confidential Information does not include information that has become publicly known through no breach by the receiving party, or information that has been (i) independently developed without access to the disclosing party's Confidential Information as evidenced in writing; (ii) rightfully received by the receiving party from a third party; or (iii) required to be disclosed by law or by a governmental authority. In addition, Client will only utilize the Site and Service for its own use and will not copy, imitate, or otherwise use the Site or Services in any way that would compete with GeoRiot in whole, or in part, or that a reasonable person would expect would be in competition with GeoRiot. In other words, as a condition of using our Site or Service you agree that you will not use what you gain access to in order to compete with us. This applies to our Site, Service, and its look and feel.
8. Modification of this agreement
8.1 This agreement contains the entire understanding and agreement of the parties with respect to the subject matter hereof and cancels and supersedes all prior or contemporaneous written or oral agreements, promises or communications relating to the subject matter herein. Any material changes to this Agreement must be agreed to by both parties, however the continued use of the GeoRiot service after the changes have been made will be Client's consent to the modifications. Client may not modify this Agreement at any time unless approved by GeoRiot in writing.
9.1 Use of the service is "at will" by both parties. Termination for convenience may be made by either party upon written notice to the other (to include email), at any time with, or without reason or explanation. Notwithstanding the foregoing, GeoRiot may provide two days' written notice of any termination for convenience.
9.2 In case of termination, the GeoRiot service will immediately stop serving your tracking code but may continue to redirect links. Any clicks made from the client's properties after termination will belong to GeoRiot, and are no longer under the skimming rules outlined earlier in this document, as it is your responsibility to immediately remove all specialized links from your properties.
10.1 GeoRiot logically splits client data into two different types, "Click Data" and "Account Data".
1.) "Click Data" is defined as information relating to a click processed by the GeoRiot service. Retention of raw, aggregate and derived click data allows us to provide reports in the dashboard, metrics/analytics for forecasting, etc. Click data includes, but is not limited to, data contained in requested GeoRiot URL and the standard HTTP request header.
1. a.) "Analytics," for the sake of this contract, refers to charts, tables, summaries and other relevant information derived from the client's Click Data that is provided exclusively to the client via their dashboard.
1. b.) "Metrics," for the sake of this contract, refer to specific pieces of information that are aggregated from multiple client's Click Data and is wholly owned and controlled by GeoRiot.
2.) "Account Data" includes any tracking parameters for the affiliate networks, data required to connect with 3rd parties, client username/password/profile data, etc.
10.2 GeoRiot may collect, compile and aggregate Click Data to provide Client analytics exclusively to Client.
10.3 If Client's Click Data is less than 20% of GeoRiot's Click Data set then it can be used in creating metrics as long as such metrics cannot directly or indirectly identify Client or any of Client's clients. These metrics of aggregated Click Data are wholly owned by GeoRiot . GeoRiot, in its sole discretion, may choose to make such aggregated Click Data available to its clients in accordance with applicable law, rules and regulations.
10.4 GeoRiot, by no means guarantees the compiled Click Data is accurate, timely, or free of errors and is not liable for any decision, in whole or in part, the client makes from using the provided analytics.
10.7 Upon termination of this agreement, the license shall terminate and GeoRiot shall delete all Client Account Data within a reasonable amount of time. GeoRiot may retain Click Data that it collects so long as such data is both aggregated and anonymized so that it cannot directly or indirectly identify Client or any of Client's users. For clarity, GeoRiot may not use or disclose Click Data in any way unless Client's Click Data is less than 20% of the GeoRiot Click Data set.
10.8 GeoRiot will provide reasonable resources in order to secure and protect all data but if client's click data is lost or inadvertently deleted, GeoRiot has no responsibility to resurrect the data and has no obligations to the client.
10.9 If the client chooses to provide the necessary information (Account Data) to programmatically connect to the relevant affiliate networks (such as with a token or username and password), and this functionality is available from GeoRiot, then data reported by the affiliate networks may also be included in the compiled Click Data and analytics. This data, in a compiled form, may be available to the client via the GeoRiot dashboard as long as the client utilizes the service, and is in good standing with GeoRiot. This Click Data, in aggregate and anonymous form, may be used by GeoRiot for metrics when it is less than 20% of the Click Data set.
10.10 If the client wishes for extended website reporting capabilities, and this functionality is available from GeoRiot, the client will be required to create an account with Google Analytics, fully and correctly implement the Google Analytics tracking code on their properties, and add firstname.lastname@example.org as an authorized read only user. Data from Google Analytics is considered Click Data and may be aggregated with other Click Data from GeoRiot and its other clients in order to provide metrics and analytics. The client grants permission to GeoRiot to aggregate the client's Google Analytics data with other resources and to create benchmarking services that are aggregated and anonymous by enabling the email@example.com account. This benchmarking service may require extra compensation for use by the client. Use of the benchmarking data is not a requirement for using the GeoRiot service.
10.11 While GeoRiot cannot delete specific Click Data, GeoRiot will modify the data to be anonymous to all parties, including GeoRiot, upon the termination of the client's account. Account Data will be deleted upon the client's termination.
11. Client Uses
11.1 Client will not use the GeoRiot service for sites that have pornography or sexually explicit content, are racist or have hate content, use adware or spyware, rely on or generate artificial traffic or forced clicks, or use illegal Peer2Peer or file sharing activities either currently or in the future. The client site must not partake in email activity that violates applicable law.
11.2 The client will not use the GeoRiot service for fraudulent purposes. This includes, but is not limited to, affiliate cookie stuffing. All traffic sent through the GeoRiot service must originate from an organic click and not be forced.
11.3 The client is permitted to route the click through internal/external means on their site or app before sending it to the GeoRiot service. This includes using an internal redirect/proxy for analytics gathering or to keep URLs clean inside the properties. This also includes using an external redirect/proxy such as bit.ly. The client is also permitted to override the link's "hover text" or the browser's status bar text of a GeoRiot enabled link. When modifying either the status bar or hover property the text shown will be the approximate final destination of the URL being modified or relevant information about the URLs final destination.
11.4 The client is not permitted to modify headers or IPs, when sending links to GeoRiot, this includes, but is not limited to, forging or spoofing request or client headers or IPs. Clients are also not permitted to modify GeoRiot URLs or parameters for fraudulent purposes.
12.1 Client may review reports, including but not limited to, daily, weekly and monthly time periods via the GeoRiot dashboard. These reports may include, but are not limited to, information about clicks, click share and countries for user defined time periods. Reports including sales, and commissions may be provided at a later date also via the GeoRiot dashboard.
13.1 All communications and notices to be made or given pursuant to this Agreement shall be in the English language. In the event this Agreement is translated, the original English version will prevail.
14. Governing Law
14.1 This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Washington, without reference to its conflict of law rules.
15.1 Skimming- "Skimmed clicks" are clicks which will be routed to their final destination with GeoRiot's affiliate tracking parameters instead of the affiliate tracking parameters of the client.
15.2 Active Click Sharing- "Active click sharing" is the process of replacing a client's affiliate tracking parameters with GeoRiot's for a small percent of clicks. Active Click Share happens for clicks from countries with an affiliate program that are supported by the client. Active click sharing is only utilized after passive click sharing is unable to meet the contractual click share rate.
15.3 Passive Click Sharing- "Passive click sharing" is the process of affiliate encoding clicks from a client's unsupported countries, that have an affiliate program, with GeoRiot's affiliate tracking parameters.
15.4 Click Share - The term "click share" refers to the skim rate while "sharing clicks" refers to skimmed clicks.
16.1 GeoRiot may assign its rights and duties under this Agreement at any time. Specifically, it may assign its rights in the event it is sold, merged, or a substantial portion of it is acquired. Client may not assign its rights under this Agreement unless authorized in writing by GeoRiot.
17.1 Warranty: OUR SITE AND RELATED SERVICE IS PROVIDED ON AN "AS IS" BASIS WHICH MEANS IT IS PROVIDED WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR FOR NON-INFRINGEMENT. WE DO NOT GUARANTEE OR PROMISE THAT THE SITE OR SERVICE WILL BE ERROR FREE, THAT IT WILL ACCOMPLISH ANY PARTICULAR RESULTS, THAT IT WILL BE SECURE, OR THAT IT WILL BE MISTAKE OR DEFECT FREE.
17.2 THE USE OF THE SITE AND SERVICE, INCLUDING ITS USE OR INTEGRATION IS DONE AT YOUR OWN RISK, IS YOUR OWN RESPONSIBILITY, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT ARE CAUSED TO YOU, US, OR ANY THIRD PARTY. WE WILL NOT BE RESPONSIBLE AND DISCLAIM ANY WARRANTY FOR YOUR USE OF OUR SITE OR SERVICE INCLUDING THE MISUSE BY ANY THIRD PARTY. IT IS YOUR DUTY, AND YOU ARE HEREBY ADVISED THAT YOU SHOULD VERIFY ANY AND ALL INFORMATION YOU PROVIDE TO US FOR ITS INTEGRITY AND ACCURACY SINCE WE ARE NOT LIABLE FOR ANY OMMISSIONS OR OTHER DEFECTS.
17. 3 Limitation of Liability: PLEASE READ THIS CAREFULLY AS SOME OF THIS MAY NOT APPLY TO YOU. IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR ANY DAMAGES OF ANY KIND THAT RESULT FROM YOUR USE, MISUSE, OR INTERACTION WITH THE SITE OR SERVICE INCLUDING, BUT NOT LIMITED TO, MONETARY LOSS OR DAMAGES, LOSS OR DAMAGE OF DATA, LOSS OF REPUTATION, OR ANY LOSS OR DAMAGE, WHETHER OR NOT WE HAVE BEEN ADVISED OF, OR KNEW THAT THE POSSIBILITY OF SUCH A LOSS COULD OCCUR. THIS INCLUDES ANY LOSS THAT IS IN ANY WAY CONNECTED TO US, OUR SITE, OUR SERVICE, OUR EMPLOYEES, OR ANY THIRD PARTY THAT IS CONNECTED WITH US, FOR ANY THEORY OF LIABILITY. WE HAVE NO LIABILITY FOR UNAUTHORIZED USE OF OUR SOFTWARE, INCLUDING INFRINGEMENT WHETHER DIRECT OR INDIRECT.
17.4 For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law. Specifically, in certain jurisdictions we do not exclude or limit our liability in jurisdictions that do not allow it, the following: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.
17.5 IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.
Last Updated: 5/26/2012