Citrus Terms & Conditions

Customer Agreement Terms

Version 1.0 Effective on and from 1st September 2017

Please read carefully the following legally binding Customer Agreement between Citrus International Pty Ltd ACN 614 763 307 (Citrus) and Customer for use of Citrus’ online advertising platform as described in the Service Description (System) and the Services. By clicking the “I Accept” button (or any button or check box having similar wording or meaning) or using the System or the Services, Customer acknowledges that Customer has read, understands, and agrees to be bound by the terms of this Customer Agreement. If Customer does not agree with the terms of this Customer Agreement, Customer should not register for the Services or use the System or the Services. Certain capitalised terms in this Customer Agreement are defined in clause 11 below.

The following provisions may be subject to consumer protection laws, including the Australian Consumer Law, which may limit the ability to exclude liability or may imply warranties or conditions or impose obligations which cannot be modified, restricted or excluded (except to a limited extent). Any disclaimer of warranties and liability limitations applies subject to any rights you may have under such laws.

  1. Registration
    • Customer must complete the account registration form on the Customer signup page of the Website in order to use the System and the Services. Customer will provide true, accurate, current, and complete information as requested in the account registration form. Citrus reserves the right to refuse registration of, or cancel, accounts it deems inappropriate for any reason in its sole discretion. The System and the Services are available only to persons who can form legally binding contracts under applicable law. Customer’s use of the System and the Services is subject to Citrus approving Customer’s account registration and allocating an account to Customer (Account). Citrus will notify Customer upon establishment of the Account. Customer warrants that no unauthorised user will have access to the Account.
    • As part of the registration process, Customer will provide its bank account, debit card or other payment details (Payment Account) to allow for the crediting of Commissions and an email address and password for its Account. Customer is responsible for maintaining the security of its Account, passwords, private keys, API keys and for all uses of the Account and the use of the System and the Services.
  2. System and Services
    • Citrus will use its reasonable endeavours to make the System and the Services available to Customer and Advertisers in accordance with the Service Description and the Documentation. Customer will promote the System and the Services to Advertisers. Customer acknowledges that Advertisers will only be entitled to use the System and the Services if they have registered as an Advertiser and agreed to be bound by the Advertiser Agreement.
    • Customer permits Citrus to sell (including by way of tender or auction) and serve product identification numbers (either in the form of PLU, UPC, GTIN or any other code standard adopted from time to time) from Advertisers (Ads) to Customer’s websites and mobile applications (Sites).
    • In consideration of the terms set out in this Customer Agreement, Citrus grants Customer a non-exclusive, non-transferable, revocable right to use the System and the Services in accordance with the terms of this Customer Agreement and all applicable laws.
    • Customer must download and install the Reporting Tool on its systems prior to its use of the System and the Services. Customer must keep the then current version of the Reporting Tool installed and functioning at all times when using the System and the Services.
    • Customer must provide all information necessary for the use of the System as set out in the Documentation including product information, pricing information (including discounts), order details (including products, quantities, prices and discounts) and any other customer or sales data and information (Sales Data). Customer must ensure that the Sales Data is correct, accurate and up-to-date. Where applicable, Customer authorises its eCommerce Partner to provide the Sales Data to Citrus.
    • Customer may use the System and the Services only in and for its own internal purposes and business operations. Customer may not use the System or the Services as a service for any third party, unless Customer is a Reseller or an eCommerce Partner and Citrus has expressly authorised Customer to do so. No license or right to use, reproduce, translate, rearrange, modify, enhance, display, sell, lease, sublicense or otherwise distribute, transfer or dispose of the System or the Services accessed by Customer hereunder, in whole or in part, is granted except as expressly provided by this Customer Agreement.
    • Customer must ensure that the Sites have a clearly labelled and easily accessible privacy policy that provides end users with clear and comprehensive information about cookies, device-specific information, location information and other information stored on, accessed on or collected from end users’ devices in connection with the System and the Services, including, as applicable, information about end users’ options for cookie management. Customer must use commercially reasonable efforts to ensure that an end user of the Sites gives consent to the storing and accessing of cookies, device-specific information, location information or other information on the end user’s device in connection with the System and the Services where such consent is required by law.
    • Citrus may immediately suspend or restrict Customer’s or Advertiser’s use of all or any of the System or the Services without liability to Customer: (a) where reasonably necessary for technical issues, maintenance of the System or operational reasons; (b) if Customer breaches any other terms of this Customer Agreement or the Policies; or (c) if Citrus considers that Customer has committed or may be committing any illegal or fraudulent activity through its use of the System or the Services.
    • Citrus will provide Customer with support to resolve general issues relating to the Account and Customer’s use of the System and the Services. This support includes access to the Documentation. The most efficient way to get support is to review the Documentation. If Customer still has issues or questions after reviewing the Documentation, Customer should contact Citrus at support@citrusad.com.
    • Customer may cancel the Services at any time by ceasing to use the System.
  3. Payments – No eCommerce Partner
    • This clause 3 only applies where the Customer does not use an eCommerce Partner.
    • Subject to this clause 3, Customer will be entitled to receive Commission related to the Revenue actually received by Citrus from Advertisers based on: (a) the number of valid clicks on Ads displayed on the Sites; (b) the number of valid impressions of Ads displayed on the Sites; (c) other valid events performed in connection with the display of Ads on the Sites; and (d) other revenue generated from Advertisers via the Sites, in each case as determined by Citrus.
    • Where an Advertiser offers discounts or free samples to Customer’s customers through the System and a purchase is made, Citrus will remit the Discount Amount to Customer. Customer acknowledges and agrees that: (a) Citrus will charge a service fee to Advertiser for the discount facility; (b) the service fee will be equal to 10% of the Discount Amount; and (c) Customer will receive Commission on the service fee.
    • Citrus will pay Customer the Commission and all Discount Amounts into the Payment Account monthly in arrears within 5 business days of the end of each calendar month in which Revenue or Discount Amounts are received by Citrus.
    • The calculation of Commission and Discount Amounts will be based on Citrus’ records and accounting. Payments of Commission and Discount Amounts may be withheld to reflect or adjusted to exclude any amounts refunded or credited to Advertisers and any amounts arising from invalid activity, as determined by Citrus. Customer must not, and must not authorise any third party to, engage in any invalid activity in connection with Ads served to its Sites by the System. Invalid activity is determined by Citrus in all cases and includes, but is not limited to: (a) spam, invalid queries, invalid impressions or invalid clicks on Ads generated by any person, bot, automated program or similar device, including through any clicks or impressions originating from Customer’s IP addresses or computers under Customer’s control; (b) clicks solicited or impressions generated by payment of money, false representation or requests for end users to click on Ads or take other actions; (c) any other activity that results in the generation of false impressions, inquiries, clicks or conversions; and (d) clicks or impressions co-mingled with a significant amount of the activity described in paragraphs (a) to (c) above.
    • In addition to Citrus’ other rights and remedies, Citrus may: (a) withhold and offset any payments owed to Customer under this Customer Agreement against any fees that Customer owes to Citrus under this Customer Agreement or any other agreement; or (b) require Customer to refund to Citrus within 14 days of any invoice, any amounts Citrus may have overpaid to Customer in prior periods. If Customer disputes any payment made or withheld relating to the System or the Services, Customer must notify Citrus in writing within 60 days of any such payment and, subject to clauses 9.1 and 9.2, if Customer does not, any claim relating to the disputed payment will be waived. If Citrus is obliged to give a credit to an Advertiser pursuant to an Advertiser Agreement, Citrus may set-off or charge back the Commission paid to Customer in relation to that amount to the Payment Account.
    • To ensure proper payment, Customer is responsible for providing and maintaining accurate contact and payment information for the Account, including the details of the Payment Account. Customer is responsible for any charges assessed by Customer’s bank or payment provider.
    • The Commission and Discount Amounts include GST and all other applicable taxes. Citrus will issue recipient created tax invoices for the Commission and Discount Amounts and Citrus and Customer acknowledge and agree that: (a) Citrus can issue tax invoices in respect of the supplies made by Customer under this Customer Agreement; (b) Customer will not issue tax invoices in respect of the supplies made by Customer under this Customer Agreement; (c) Customer acknowledges and represents that it is registered for GST when it enters into this Customer Agreement and that it will notify Citrus if it ceases to be registered; and (d) Citrus acknowledges and represents that it is registered for GST when it enters into this Customer Agreement and that it will notify Customer if it ceases to be registered for GST.
    • Citrus will not deliver or send recipient created tax invoices for the Commission or Discount Amounts to Customer but such invoices will be available to view or download from the Website.
    • If Citrus is obligated to withhold any taxes from its payments to Customer, Citrus will notify Customer of this and will make the payments net of the withheld amounts.
  4. No Payments – eCommerce Partner
    • Where Customer uses an eCommerce Partner, Customer is not entitled to receive Commission, Discount Amounts or any other payments from Citrus and Customer acknowledges and agrees that its entitlement, if any, to a share of Commission received by its eCommerce Partner or reimbursement of Discount Amounts from Citrus is subject to agreement between Customer and its eCommerce Partner. Notwithstanding the foregoing, Citrus may pay amounts due to Customer’s eCommerce Partner directly to Customer if so directed by Customer’s eCommerce Partner.
    • Customer releases and indemnifies Citrus from any claims for fees, commissions, discounts or any other amounts under this Customer Agreement or otherwise if Customer uses an eCommerce Partner that has entered into an agreement with Citrus prior to Customer’s registration for an Account.
  5. Termination
    • This Customer Agreement shall remain in force either until the earlier of: (a) termination by Customer under clause 10; (b) termination by Citrus under clause 5.2; or (c) termination by Citrus under clause 5.4.
    • If Customer uses an e-Commerce Partner, this Customer Agreement will automatically terminate if the agreement between Citrus and the eCommerce Partner terminates for any reason.
    • Citrus may terminate this Customer Agreement, or suspend or terminate the participation of any Site in the System, at any time by giving Customer written notice of termination.
    • Without prejudice to any other rights, Citrus may terminate this Customer Agreement if Customer breaches any term of the Customer Agreement including without limitation, the warranties in clause 1, by giving Customer written notice of Customer’s breach and Citrus’s decision to terminate this Customer Agreement.
    • Upon termination of this Customer Agreement: (a) Citrus must pay to Customer all Commission outstanding or otherwise payable under this Customer Agreement less any administration charges payable by Customer on termination (as set out in the Service Description); (b) Citrus will close the Account; (c) Customer must cease to use the System and the Services; (d) Customer must delete the Reporting Tool from its systems; (e) Citrus must delete all Sales Data provided by or on behalf of Customer from its systems; and (f) if Customer uses an eCommerce Partner, Customer’s authority to the Ecommerce Partner to provide Sales Data under clause 5 terminates.
    • Customer’s obligations and Citrus’s rights under this Customer Agreement with respect to clauses 3, 5, 6, 7, 8, 9 and 10 shall survive any expiration or termination of this Customer Agreement.
  6. Intellectual Property
    • The System and the Services utilise proprietary and confidential information of Citrus and its licensors, including copyrights which are protected by international copyright laws, inventions which are protected by patents or patents pending, trade secrets and trademarks (Citrus IP). Title to and ownership of the Citrus IP, including, without limitation, all Intellectual Property Rights in and to the Citrus IP, are and shall remain the exclusive property of Citrus and its licensors, and except for the limited license granted to Customer by Citrus, Citrus reserves all right, title and interest in and to the Citrus IP. Customer shall not take any action to jeopardise, limit or interfere with Citrus and its licensors’ ownership of and rights with respect to the Citrus IP. Customer acknowledges that any unauthorised copying or unauthorised use of the Citrus IP is a violation of this Customer Agreement and is strictly prohibited. Any bug reports, usability reports, test results, feedback made by Customer in relation to the System or the Services shall be the sole property of Citrus and its licensors and may be used by Citrus and its licensors for any purpose.
    • If Citrus provides Customer with software in connection with the System or the Services (including the Reporting Tool), Citrus grants Customer a limited non-exclusive, non-sublicensable licence for use of such software. This licence is for the sole purpose of enabling Customer to use and enjoy the benefit of the System and the Services, in the manner permitted by this Customer Agreement. Customer must not copy, modify, distribute, sell or lease any part of the System or the Services or included software, nor may Customer reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or Customer has the written permission of Citrus. Customer must not remove, obscure or alter Citrus’ copyright notice or other proprietary rights notices affixed to or contained within any Citrus services, software or documentation.
    • Customer acknowledges that Advertisers will provide the content for Ads to Customer’s Sites (Advertiser Content). Citrus makes no representations or warranties about Advertiser Content and Customer releases Citrus from any claims for infringement of Intellectual Property Rights in connection with the Advertiser Content and the use of the Advertiser Content on the Sites.
    • Customer acknowledges that the Sales Data will be owned by Customer. Customer grants Citrus a perpetual license to use the Sales Data for the purposes of performing the Services, improving the System and the Services offered by Citrus to all customers and developing new features, products and services. Customer acknowledges that all other data collected by Citrus, including data collected from Advertisers, in connection with the provision of the System and the Services will be owned by Citrus.
  7. Warranties and Indemnities
    • Customer represents, covenants, and warrants to Citrus that: (a) it will use the System and the Services only in compliance with this Customer Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, and defamation); and (b) it will not use the System or the Services for any unlawful or discriminatory activities; (c) it will comply with the Policies; and (d) the Sales Data will be correct, accurate and up-to-date.
    • If Citrus has reasonable grounds to suspect that Customer’s representations, covenants and warranties given under clause 7.1 are inaccurate or breached, Citrus may terminate this Customer Agreement, deny any or all use of the System or the Services, and pursue any appropriate legal remedies.
    • Customer agrees to indemnify, hold harmless and defend Citrus and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents, business partners and licensors at Customer’s expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by Citrus arising out of or relating to Customer’s: (a) violation or breach of any term of this Customer Agreement, including without limitation, any breach of Customer’s representations, covenants and warranties given under clause 7.1 or Customer’s confidentiality obligations under clause 8; (b) the negligence or intentional misconduct of Customer; or (c) use or misuse of the System or the Services by or on behalf of Customer. Citrus reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by Customer and Customer shall not, in any event, settle any matter without the prior written consent of Citrus.
  8. Confidentiality
    • Customer and Citrus each acknowledge that in connection with Customer’s use of the System and the Services and this Customer Agreement, each of them (each, a Recipient) will be provided with confidential and proprietary data and information (including the Sales Data) of the other (each, a Discloser) from time to time (Confidential Information). Such Confidential Information shall be owned by the Discloser.
    • Recipient will keep all Confidential Information provided to Recipient by Discloser strictly confidential. Recipient may disclose any such Confidential Information only to Recipient’s employees, officers and directors who need to know such information in order to perform their respective duties; provided that each such person has a legal or contractual obligation to maintain the confidentiality of such Confidential Information. Without Discloser’s prior written consent, Recipient will not disclose any such Confidential Information to any third party (except Recipient’s employees, officers and directors as set forth above) or use any such Confidential Information other than solely as and to the extent required for Recipient to use or provide the System or the Services and otherwise perform its obligations under this Customer Agreement.
    • If Recipient receives any document request, interrogatory, subpoena or other legal process (Request) that would, by its terms, require the disclosure of any Confidential Information protected by this Customer Agreement, then promptly upon receipt thereof, and prior to making any response thereto, to the extent permitted by applicable law, Recipient will notify Discloser in writing of Recipient’s receipt of such Request, and shall provide a copy thereof.
    • Upon Recipient’s request or expiration or early termination of this Customer Agreement, Recipient must immediately return or destroy any and all Confidential Information in Recipient’s possession or under Recipient’s control. If requested, Recipient will certify in a writing signed by an authorised officer as to the return or destruction of all such Confidential Information.
    • Notwithstanding any other sub-clause in the clause 8, Citrus may disclose Sales Data to an Advertiser to the extent required to resolve any dispute between Citrus and an Advertiser under or in relation to an Advertiser Agreement.
    • Citrus agrees to indemnify, hold harmless and defend Customer and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents, business partners and licensors at Citrus’ expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by Citrus arising out of or relating to Citrus’ breach of Citrus ’confidentiality obligations under this clause 8.
    • Citrus agrees that Customer would be irreparably damaged if Citrus were to breach the confidentiality obligations in this clause 8 and therefore Citrus agrees that Customer shall be entitled to appropriate equitable remedies in any court of competent jurisdiction with respect to breaches of this clause 8, in addition to such other remedies as Customer may otherwise have available to it under applicable laws.
  9. Disclaimer of Warranties and Limitation of Liability.
    • NO WARRANTY: CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SYSTEM AND THE SERVICES IS AT ITS SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SYSTEM AND THE SERVICES PERFORMED OR PROVIDED ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CITRUS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SYSTEM AND THE SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CITRUS OR ITS AUTHORISED REPRESENTATIVES SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY. CERTAIN LEGISLATION, INCLUDING THE AUSTRALIAN CONSUMER LAW, MAY GIVE GUARANTEES OR IMPLY WARRANTIES OR CONDITIONS OR IMPOSE OBLIGATIONS WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT TO A LIMITED EXTENT. THESE TERMS MUST IN ALL CASES BE READ SUBJECT TO THESE STATUTORY PROVISIONS.
    • LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CITRUS BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF OR INABILITY TO USE THE SYSTEM OR THE SERVICES, HOWEVER CAUSED, OR UNAUTHORISED USE OF THE ACCOUNT REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CITRUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY. CERTAIN LEGISLATION, INCLUDING THE AUSTRALIAN CONSUMER LAW, MAY LIMIT THE ABILITY TO EXCLUDE LIABILITY. IF CITRUS IS LIABLE UNDER THE AUSTRALIAN CONSUMER LAW OR SIMILAR LEGISLATION, TO THE EXTENT TO WHICH CITRUS IS ENTITLED TO DO SO, CITRUS LIMITS ITS LIABILITY IN RESPECT OF ANY CLAIM UNDER THOSE PROVISIONS TO: IN THE CASE OF GOODS, AT CITRUS’S OPTION: THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; THE REPAIR OF THE GOODS; THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; AND, IN THE CASE OF SERVICES, AT CITRUS’S OPTION: THE SUPPLYING OF THE SERVICES AGAIN; OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.
    • No oral or written information or advice given by Citrus, its resellers, agents or employees shall create a warranty or in any way increase the scope of any warranty provided herein.
    • To the maximum extent permitted by applicable law, neither Citrus nor any of its resellers, suppliers, agents or contractors will be responsible to Customer or any other person in connection with: (a) the suspension of or restriction to the System or the Services in accordance with this Customer Agreement or any interruption or delay to the System or the Services caused by matters outside of Citrus’ reasonable control; (b) any errors, viruses or bugs present in or arising from the use of the System or the Services that are not directly caused by or attributable to Citrus; (c) any incompatibility of the System or the Services with any other software, hardware or material; (d) any misuse or failure of the System or the Services; and (e) any loss caused by Customer or any other person suffered as a result of: (i) any misuse or unauthorised use of the login details for Customer’s Account; (ii) any other cause where the cause is outside Citrus’ reasonable control; or (iii) Customer’s own negligence or failure to follow Citrus’s reasonable instructions.
  10. General
    • Customer hereby agrees that Citrus would be irreparably damaged if the terms of this Customer Agreement were not specifically enforced, and therefore Customer agrees that Citrus shall be entitled to appropriate equitable remedies in any court of competent jurisdiction with respect to breaches of this Customer Agreement, in addition to such other remedies as Citrus may otherwise have available to it under applicable laws.
    • This Customer Agreement and any agreed amendments hereto, contain the entire agreement of the parties with respect to the subject matter of this Customer Agreement and supersede all previous or contemporaneous communications, representations, proposals, commitments, understandings and agreements, whether written or oral, between the parties regarding the subject matter hereof.
    • Any notice under this Customer Agreement must be given in writing. Citrus may provide notice to Customer via email, to the email address provided by Customer at registration or as updated by Customer through the Website from time to time, or through the Account. A notice given by Citrus will be deemed given upon the first business day after it is sent. Customer may provide notice to Citrus by email to support@citrusad.com or via the Website. A notice given by Customer is deemed given upon receipt by Citrus.
    • Nothing in this Customer Agreement shall constitute a partnership, agency or joint venture between Customer and Citrus.
    • The failure of Citrus at any time or times to require performance of any provision of this Customer Agreement shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.
    • Customer may not assign this Customer Agreement or any rights hereunder. Citrus may assign this Customer Agreement to a related body corporate of Citrus, at Citrus’s discretion, without consent of or notification to Customer.
    • Citrus may amend the terms and conditions of this Customer Agreement from time to time, including any documents incorporated by reference. If an amendment meaningfully reduces Customer’s rights, Citrus will use reasonable endeavours to notify Customer (by, for example, sending an email to the billing or technical contact you designate in your account registration form or through Customer’s Account). If Customer objects to the amended Customer Agreement, as its exclusive remedy, Customer may choose to cancel the Services under clause 10.
    • If any provision of this Customer Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to that provision or part and the rest of such provision, and all other provisions of this Customer Agreement will continue in full force and effect.
    • This Customer Agreement is governed by the laws of the State of New South Wales, Australia, without regard to choice of law principles. All disputes arising out of or related to Customer’s use of the System, the Service and/or this Customer Agreement shall be subject to the exclusive jurisdiction of the courts located in Sydney, Australia. Customer agrees to submit to the personal jurisdiction and venue of such courts.
  11. Definitions

Unless defined elsewhere in this document, capitalised terms have the following meanings:

  • Account Details means the details of the Customer’s Account accepted by Citrus under clause 1, as amended from time to time.
  • Advertiser means any person that wishes to advertise or promote the sale of products on and from the Sites.
  • Commission means, for any period of time, 50% of Revenue actually received by Citrus during that period to be paid to Customer as set out in the Account Details.
  • Customer means the subscriber for the Services under this Customer Agreement, as detailed in the Account Details.
  • Customer Agreementmeans this Customer Agreement and any documents incorporated herein by reference.
  • Discount Amount means the discount amount offered by an Advertiser through the System in connection with a concluded sale of a product from a Site and, in the case of a free sample, means the recommended retail price offered on the Site.
  • Documentation means the resources and documentation that Citrus makes available to Customer through the current versions of Citrus’ support pages, API documentation, and other pages on the Website.
  • eCommerce Partner if applicable, means Customer’s third party eCommerce or technology partner with responsibility for the management, maintenance and / or operation of Customer’s Sites.
  • Intellectual Property Rights mean any and all present and future intellectual and industrial property rights and includes, without limitation, any registered or unregistered forms of copyright (and rights allied to copyright and any reversions and extensions of copyright), designs, patents, trademarks, service marks, domain names, good will and any commercial information (including know how and confidential information), any application or right to apply for registration of any of these rights, any rights protected or recognized under any laws throughout the world related to the above or any similar laws, and anything copied or derived from such property or rights.
  • Reporting Tool means the software required to report clicks and impressions in relation to Ads served via the System, from time to time.
  • Revenue means all revenue actually received by Citrus from Advertisers (excluding GST and taxes) pursuant to Advertiser Agreements in connection with the display of Ads on Customer’s Sites.
  • Service Description means the description of the System and the Services as set out in the Documentation from time to time.
  • Services means providing access to the System together with associated support services, as further described in the Service Description.
  • Website means Citrus’ website at www.citrusad.com, or such other website or websites notified by Citrus to Customer from time to time.

 Advertiser Agreement Terms

Version 1.0 Effective on and from 1st September 2017

 

  • Please read carefully the following legally binding Advertiser Agreement between Citrus International Pty Ltd ACN 614 763 307 (Citrus) and Advertiser for use of Citrus’ online advertising platform as described in the Service Description (System) and the Services. By clicking the “I Accept” button (or any button or check box having similar wording or meaning) or using the System or the Services, Advertiser acknowledges that Advertiser has read, understands, and agrees to be bound by the terms of this Advertiser Agreement. If Advertiser does not agree with the terms of this Advertiser Agreement, Advertiser should not register for the Services or use the System or the Services. Certain capitalised terms in this Advertiser Agreement are defined in clause 12 below.

The following provisions may be subject to consumer protection laws, including the Australian Consumer Law, which may limit the ability to exclude liability or may imply warranties or conditions or impose obligations which cannot be modified, restricted or excluded (except to a limited extent). Any disclaimer of warranties and liability limitations applies subject to any rights you may have under such laws.

  1. Registration
    • Advertiser must complete the account registration form on the Advertiser signup page of the Website in order to use the System and the Services. Advertiser will provide true, accurate, current, and complete information as requested in the account registration form. Citrus reserves the right to refuse registration of, or cancel, accounts it deems inappropriate for any reason in its sole discretion. The System and the Services are available only to persons who can form legally binding contracts under applicable law. Advertiser’s use of the System and the Services is subject to Citrus approving Advertiser’s account registration and allocating an account to Advertiser (Account). Citrus will notify Advertiser upon establishment of the Account. Advertiser may only have one Account which will apply to its interaction with all Customers on the System. Advertiser warrants that no unauthorised user will have access to the Account.
    • As part of the registration process, Advertiser will provide valid credit card details or other agreed payment arrangements to allow for the payment of Fees and Discount Amounts and an email address and password for its Account. Advertiser is responsible for maintaining the security of its Account, passwords, private keys, API keys and for all uses of the Account and the use of the System and the Services.
  2. System and Services
    • Citrus will use its reasonable endeavours to make the System available and provide the Services to Advertiser in accordance with the Service Description.
    • Advertiser authorises Citrus to place advertisements, links and other content from Advertiser (Ads or Content) to the websites and mobile applications of Customers (Sites). Advertiser is solely responsible for all: (a) Content; (b) Ad trafficking or targeting decisions (such as keywords) (Targets); (c) sites to which Ads direct users along with the related URLs and redirects (Landing Pages); and (d) services and products advertised on Landing Pages. The System is an online advertising platform on which Advertiser authorises Citrus to use automated tools to format Ads. Citrus may make available to Advertiser certain optional System features to assist Advertiser with the selection and generation of Targets and Content including offering discounts and free samples. Advertiser is not required to use these optional Targeting and Content features and may opt-in to or opt-out of usage of these features, but if Advertiser uses these features then Advertiser will be solely responsible for the Targets and Content. Citrus and Customers may reject, remove or move a specific Ad or Target at any time for any reason including if it violates the Policies, if Citrus believes the Ad or Target would expose Citrus or a Customer to liability or if Customer wishes to display an advertisement for its own private label product. Citrus may modify or cancel the System and the Services at any time.
    • In consideration of the terms set out in this Advertiser Agreement, Citrus grants Advertiser a non-exclusive, non-transferable, revocable right to use the System and the Services in accordance with the terms of this Advertiser Agreement, the Service Description and all applicable laws.
    • Advertiser will not, and will not authorise any third party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions; or (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect Citrus advertising related information from any Site except as expressly permitted by Citrus. Advertiser will direct communications regarding Ads on Sites under this Advertising Agreement only to Citrus
    • Advertiser may use the System and the Services only in and for its own internal purposes and business operations. Advertiser may not use the System or the Services as a service for any third party, unless Advertiser is a Reseller and Citrus has expressly authorised Advertiser to do so. No license or right to use, reproduce, translate, rearrange, modify, enhance, display, sell, lease, sublicense or otherwise distribute, transfer or dispose of the System or the Services accessed by Advertiser hereunder, in whole or in part, is granted except as expressly provided by this Advertiser Agreement.
    • Citrus may immediately suspend or restrict Advertiser’s or Advertiser’s use of all or any of the System or the Services without liability to Advertiser (a) where reasonably necessary for technical issues, maintenance of the System or operational reasons (b) if Advertiser breaches any other terms of this Advertiser Agreement or the Policies; or (c) if Citrus considers that Advertiser has committed or may be committing any illegal or fraudulent activity through its use of the system or the Services.
    • Citrus will provide Advertiser with support to resolve general issues relating to the Account and Advertiser’s use of the System and the Services. This support includes access to the Documentation. The most efficient way to get support is to review the Documentation. If Advertiser still has issues or questions after reviewing the Documentation, Advertiser should contact Citrus at support@citrusad.com.
    • Advertiser may cancel the Services at any time by ceasing to submit Campaigns into the System.
  3. Ad Campaigns and Bidding Process
    • Advertiser may configure Campaigns and submit them into the System in accordance with the Documentation. Once a Campaign has been submitted to the System the System will automatically make bids on behalf of the Advertiser for its Ads to be displayed on one or more positions on one or more Sites (Bids). The Bids will be consistent with the configuration established by Advertiser for each Campaign. If a Bid from Advertiser is accepted by the System, Advertiser’s Ad will be displayed on the Site or Sites or in the agreed position or positions on the Site or Sites and Advertiser must pay the Impression Fees and the Click Fees in relation to the display of that Ad on a Site.
    • Advertiser acknowledges and agrees that the Bid seeking, making and acceptance process is automated by the System subject to the configurations set by Customers in the System and the configurations set by Advertiser for each Campaign. Once a Bid is entered into the System by or on behalf of Advertiser it may not be withdrawn and the Bid represents an offer made to Citrus to display the Ad on the terms of the Bid which, if accepted by the System, becomes a binding agreement to display the Ad on the terms of the Bid and this Advertiser Contract, including in relation to the payment of Fees.
    • Advertiser is liable for all Fees payable in connection with a Bid entered into and accepted by the System in all circumstances including if the Bid is made in error or if the Bid has not been authorised by Advertiser (Disputed Bid) except where the Disputed Bid has been caused by the negligence, fraud or misconduct of Citrus, a breach of this Advertiser Agreement by Citrus or errors in the System.
  4. Ad Serving and Cancellation
    • Advertiser must not provide Ads containing malware, spyware or any other malicious code or knowingly breach or circumvent any System security measure.
    • Unless a Policy, the Documentation, the System user interface or this Advertiser Agreement provides otherwise, either party may cancel any Ad at any time before the earlier of Ad auction or placement, but if Advertiser cancels an Ad after a commitment date provided by Citrus (such as a reservation-based campaign), then Advertiser is responsible for any cancellation fees communicated by Citrus to Advertiser (if any) and the Ad may still be published. Cancelled Ads will generally cease serving within 8 business hours or as described in a Policy or system user interface, and Advertiser remains obligated to pay all Fees resulting from served Ads. Advertiser must effect cancellation of Ads: (a) online through the Account if the functionality is available; (b) if this functionality is not available, with notice to Citrus via email to Advertiser’s account representative; or (c) if Advertiser does not have an account representative, with notice to Citrus via email to support@citrusad.com.
  5. Payments
    • Advertiser must pay the Fees and Discount Amounts to Citrus at the time or times determined by Citrus or as otherwise set out in the Documentation. The Fees and Discount Amounts exclude GST or any other applicable taxes.
    • At the time that Advertiser submits a Campaign to the System, Advertiser will specify a budget amount for the Campaign (Campaign Budget) which is the maximum amount of Fees and Discount Amounts (including GST and taxes) that Advertiser is prepared to pay in relation to the Campaign. At the time that Advertiser submits a Campaign to the System, Advertiser authorises Citrus to deduct such amount from Advertiser’s credit card so that the balance of Advertiser’s Account is equal to the Campaign Budget. Citrus may aggregate deductions from Advertiser’s credit card for multiple Campaigns so that the balance of Advertiser’s Account at anytime and from time to time will be equal to the aggregate of all Campaign Budgets for all of Advertiser’s current and outstanding Campaigns in the System. Advertiser acknowledges and agrees that a Campaign will cease once the Campaign Budget for that Campaign has been fully expended.
    • Advertiser authorises Citrus to deduct all Fees, Discount Amounts and any GST or other applicable taxes from Advertiser’s Account.
    • An amount credited to Advertiser’s Account under clause 5.2 is not refundable unless otherwise provided in this Advertiser Contract. If an amount credited to Advertiser’s Account under clause 5.2 is not fully utilised during the course of a Campaign, the balance will remain to the credit of Advertiser’s Account and be available for use in future Campaigns. Any such credits must be used within 12 months from the date they were credited to Advertiser’s Account whereupon they will lapse without liability to Citrus.
    • Advertiser must provide Citrus with accurate and complete billing and credit card information and Advertiser must keep this information up to date.
    • Citrus will not deliver or send invoices for the Fees or Discount Amounts to Advertiser but such invoices will be available to view or download from the Website.
    • If Citrus is unable to effect automatic payment from Advertiser’s credit card to Advertiser’s Account or is otherwise unable to collect any Fees, Discount Amounts or other charges due from Advertiser, Citrus may suspend Advertiser’s access to the System and the Services without giving Advertiser notice. This does not affect any termination right under clause 6.3.
    • Advertiser is responsible for paying all taxes associated with the Services and its access to the System, excluding taxes based on Citrus’ net income or property. If Citrus has the legal obligation to pay or collect taxes for which Advertiser is responsible under this clause, the appropriate amount shall be invoiced to and paid by Advertiser in accordance with this Advertiser Agreement.
    • The calculation of Fees and Discount Amounts will be based on Citrus’ records and accounting. The Fees are solely based on Citrus’ measurements from the System and the applicable billing metrics (e.g., clicks or impressions). Any portion of a Fee or Discount Amount not disputed in good faith must be paid by Advertiser in full. Advertiser may not offset any payment due under this Advertiser Agreement against any payment due from Citrus. Citrus is not obligated to deliver or serve any Ads if there is insufficient balance in Advertiser’s Account to pay the Fees or Discount Amounts for such Ads.
    • If Citrus does not deliver Ads to the selected Sites and Targets pursuant to a Bid accepted by the System then, subject to clauses 10.1 and 10.2, Advertiser must make a claim for credit to its Account within 60 days after the invoice date (Claim Period), after which Citrus will issue the credit following claim validation by Citrus.
    • The parties acknowledge that third parties may generate impressions or clicks on Ads for prohibited or improper purposes and that if this occurs, subject clauses 10.1 and 10.2, Advertiser must make a claim for credit to its Account within the Claim Period, after which Citrus will issue the credit following claim validation by Citrus.
    • If Advertiser otherwise disputes any Fees relating to the Services, Advertiser must notify Citrus in writing within the Claim Period and, subject clauses 10.1 and 10.2, if Advertiser does not, any claim relating to the disputed Fees will be waived.
  6. Termination
    • This Advertiser Agreement shall remain in force either until the earlier of: (a) termination by Advertiser under clause 8; (b) termination by Citrus under clause 6.2; or (c) termination by Citrus under clause 6.3.
    • Citrus may terminate this Advertiser Agreement, or suspend or terminate Advertiser’s access to the System and the Services, at any time by giving Advertiser written notice of termination.
    • Without prejudice to any other rights, Citrus may terminate this Advertiser Agreement if Advertiser breaches any term of the Advertiser Agreement including without limitation, the warranties in clause 1, by giving Advertiser written notice of Advertiser’s breach and Citrus’s decision to terminate this Advertiser Agreement.
    • Upon termination of this Advertiser Agreement: (a) Advertiser must immediately pay all Fees and Discount Amounts outstanding or otherwise payable under this Advertiser Agreement including any administration charges payable by Advertiser on termination (as set out in the Service Description); (b) Advertiser will not be entitled to a refund of the balance of Advertiser’s Account and Citrus may close the Account; and (c) Advertiser must cease to use the System and the Services.
    • Advertiser’s obligations and Citrus’s rights under this Advertiser Agreement with respect to clauses 5, 4, 7, 7.3, 9, 10 and 11 shall survive any expiration or termination of this Advertiser Agreement.
  7. Intellectual Property
    • The System and the Services utilise proprietary and confidential information of Citrus and its licensors, including copyrights which are protected by international copyright laws, inventions which are protected by patents or patents pending, trade secrets and trademarks (Citrus IP). Title to and ownership of the Citrus IP, including, without limitation, all Intellectual Property Rights in and to the Citrus IP, are and shall remain the exclusive property of Citrus and its licensors, and except for the limited license granted to Advertiser by Citrus, Citrus reserves all right, title and interest in and to the Citrus IP. Advertiser shall not take any action to jeopardise, limit or interfere with Citrus and its licensors’ ownership of and rights with respect to the Citrus IP. Advertiser acknowledges that any unauthorised copying or unauthorised use of the Citrus IP is a violation of this Advertiser Agreement and is strictly prohibited. Any bug reports, usability reports, test results, feedback made by Advertiser in relation to the Services shall be the sole property of Citrus and its licensors and may be used by Citrus and its licensors for any purpose.
    • If Citrus provides Advertiser with software in connection with the Services, Citrus grants Advertiser a limited non-exclusive, non-sublicensable licence for use of such software. This licence is for the sole purpose of enabling Advertiser to use and enjoy the benefit of the System and the Services, in the manner permitted by this Advertiser Agreement. Advertiser must not copy, modify, distribute, sell or lease any part of the System or Services or included software, nor may Advertiser reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or Advertiser has the written permission of Citrus. Advertiser must not remove, obscure or alter Citrus’ copyright notice or other proprietary rights notices affixed to or contained within any Citrus services, software or documentation.
    • The parties acknowledge that Advertiser will provide Citrus with, or access to, the Content, Targets and Landing Pages and other content (Advertiser Content) in order to allow Citrus to provide the Services. Advertiser grants Citrus and Customers a license to use the Advertiser Content for the purposes of performing the Services.
    • Advertiser acknowledges that all data collected by Citrus from Advertiser in connection with the provision of the System and the Services will be owned by Citrus.
  8. Warranties and Indemnities
    • Advertiser represents, covenants, and warrants to Citrus that (a) it will use the System and the Services only in compliance with this Advertiser Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, and defamation); (b) it will not use the Services for any unlawful or discriminatory activities; (c) it will comply with the Policies; and (d) it owns, or is otherwise authorised to use, and permit Citrus and Customers to use, all Intellectual Property Rights in the Advertiser Content.
    • If Citrus has reasonable grounds to suspect that Advertiser’s representations, covenants and warranties given under clause 8.1 are inaccurate or breached, Citrus may terminate this Advertiser Agreement, deny any or all use of the System and the Services, and pursue any appropriate legal remedies.
    • Advertiser agrees to indemnify, hold harmless and defend Citrus and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents, business partners and licensors at Advertiser’s expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by Citrus arising out of or relating to Advertiser’s (a) violation or breach of any term of this Advertiser Agreement, including without limitation, any breach of Advertiser ’s representations, covenants and warranties given under clause 8.1; (b) the negligence or intentional misconduct of Advertiser; or (c) use or misuse of the System or the Services by or on behalf of Advertiser. Citrus reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by Advertiser and Advertiser shall not, in any event, settle any matter without the prior written consent of Citrus.
  9. Confidentiality
    • Advertiser acknowledges that in connection with Advertiser’s use of the System and the Services and this Advertiser Agreement, Advertiser will be provided with confidential and proprietary data and information from time to time (Confidential Information). Such Confidential Information shall be owned by Citrus and its licensors.
    • Advertiser will keep all Confidential Information provided to Advertiser by Citrus, or otherwise, strictly confidential. Advertiser may disclose any such Confidential Information only to Advertiser’s employees, officers and directors who need to know such information in order to perform their respective duties; provided that each such person has a legal or contractual obligation to maintain the confidentiality of such Confidential Information. Without Citrus’s prior written consent, Advertiser will not disclose any such Confidential Information to any third party (except Advertiser’s employees, officers and directors as set forth above) or use any such Confidential Information other than solely as and to the extent required for Advertiser to use the Services and otherwise perform its obligations under this Advertiser Agreement.
    • If Advertiser receives any document request, interrogatory, subpoena or other legal process (Request) that would, by its terms, require the disclosure of any Confidential Information protected by this Advertiser Agreement, then promptly upon receipt thereof, and prior to making any response thereto, to the extent permitted by applicable law, Advertiser will notify Citrus in writing of Advertiser’s receipt of such Request, and shall provide a copy thereof.
    • Upon Citrus’s request or expiration or early termination of this Advertiser Agreement, Advertiser must immediately return or destroy any and all Confidential Information in Advertiser’s possession or under Advertiser’s control. If requested, Advertiser will certify in a writing signed by an authorised officer as to the return or destruction of all such Confidential Information.
  10. Disclaimer of Warranties and Limitation of Liability.
    • NO WARRANTY: ADVERTISER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SYSTEM AND THE SERVICES IS AT ITS SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SYSTEM AND THE SERVICES PERFORMED OR PROVIDED ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CITRUS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SYSTEM AND THE SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CITRUS OR ITS AUTHORISED REPRESENTATIVES SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY. CERTAIN LEGISLATION, INCLUDING THE AUSTRALIAN CONSUMER LAW, MAY GIVE GUARANTEES OR IMPLY WARRANTIES OR CONDITIONS OR IMPOSE OBLIGATIONS WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT TO A LIMITED EXTENT. THESE TERMS MUST IN ALL CASES BE READ SUBJECT TO THESE STATUTORY PROVISIONS.
    • LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CITRUS BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO ADVERTISER’S USE OF OR INABILITY TO USE THE SYSTEM OR THE SERVICES, HOWEVER CAUSED, OR UNAUTHORISED USE OF THE ACCOUNT REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CITRUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY. CERTAIN LEGISLATION, INCLUDING THE AUSTRALIAN CONSUMER LAW, MAY LIMIT THE ABILITY TO EXCLUDE LIABILITY. IF CITRUS IS LIABLE UNDER THE AUSTRALIAN CONSUMER LAW OR SIMILAR LEGISLATION, TO THE EXTENT TO WHICH CITRUS IS ENTITLED TO DO SO, CITRUS LIMITS ITS LIABILITY IN RESPECT OF ANY CLAIM UNDER THOSE PROVISIONS TO: IN THE CASE OF GOODS, AT CITRUS’S OPTION: THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; THE REPAIR OF THE GOODS; THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; AND, IN THE CASE OF SERVICES, AT CITRUS’S OPTION: THE SUPPLYING OF THE SERVICES AGAIN; OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.
    • No oral or written information or advice given by Citrus, its resellers, agents or employees shall create a warranty or in any way increase the scope of any warranty provided herein.
    • To the maximum extent permitted by applicable law, neither Citrus nor any of its resellers, suppliers, agents or contractors will be responsible to Advertiser or any other person in connection with: (a) the suspension of or restriction to the System or the Services in accordance with this Advertiser Agreement or any interruption or delay to the System or the Services caused by matters outside of Citrus’ reasonable control; (b) any errors, viruses or bugs present in or arising from the use of the System or the Services that are not directly caused by or attributable to Citrus; (c) any incompatibility of the System or the Services with any other software, hardware or material; (d) any misuse or failure of the System or the Services; (e) any loss caused by Advertiser or any other person suffered as a result of: (i) any misuse or unauthorised use of the login details for Advertiser’s Account; (ii) any other cause where the cause is outside Citrus’ reasonable control; or (iii) Advertiser’s own negligence or failure to follow Citrus’ reasonable instructions.
  11. General
    • Advertiser hereby agrees that Citrus would be irreparably damaged if the terms of this Advertiser Agreement were not specifically enforced, and therefore Advertiser agrees that Citrus shall be entitled to appropriate equitable remedies in any court of competent jurisdiction with respect to breaches of this Advertiser Agreement, in addition to such other remedies as Citrus may otherwise have available to it under applicable laws.
    • This Advertiser Agreement, including accepted Bids and any amendments hereto, contain the entire agreement of the parties with respect to the subject matter of this Advertiser Agreement and supersede all previous or contemporaneous communications, representations, proposals, commitments, understandings and agreements, whether written or oral, between the parties regarding the subject matter hereof.
    • Any notice under this Advertiser Agreement must be given in writing. Citrus may provide notice to Advertiser via email, to the email address provided by Advertiser at registration or as updated by Advertiser through the Website from time to time, or through the Account. A notice given by Citrus will be deemed given upon the first business day after it is sent. Advertiser may provide notice to Citrus by email tosupport@citrusad.com or via the Website. A notice given by Advertiser is deemed given upon receipt by Citrus.
    • Nothing in this Advertiser Agreement shall constitute a partnership, agency or joint venture between Advertiser and Citrus.
    • The failure of Citrus at any time or times to require performance of any provision of this Advertiser Agreement shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.
    • Advertiser may not assign this Advertiser Agreement or any rights hereunder. Citrus may assign this Advertiser Agreement to a related body corporate of Citrus, at Citrus’s discretion, without consent of or notification to Advertiser.
    • Citrus may amend the terms and conditions of this Advertiser Agreement from time to time, including any documents incorporated by reference. If an amendment meaningfully reduces Advertiser’s rights, Citrus will use reasonable endeavours to notify Advertiser (by, for example, sending an email to the billing or technical contact you designate in your account registration form or through Advertiser’s Account).  If Advertiser objects to the amended Advertiser Agreement, as its exclusive remedy, Advertiser may choose to cancel the Services under clause 7.
    • If any provision of this Advertiser Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to that provision or part and the rest of such provision, and all other provisions of this Advertiser Agreement will continue in full force and effect.
    • This Advertiser Agreement is governed by the laws of the State of New South Wales, Australia, without regard to choice of law principles. All disputes arising out of or related to Advertiser’s use of the System or the Service and/or this Advertiser Agreement shall be subject to the exclusive jurisdiction of the courts located in Sydney, Australia. Advertiser agrees to submit to the personal jurisdiction and venue of such courts.
  12. Definitions

Unless defined elsewhere in this document, capitalised terms have the following meanings:

  • Account Details means the details of the Advertiser’s Account accepted by Citrus under clause 1, as amended from time to time.
  • Advertiser means the subscriber for the Services under this Advertiser Agreement, as detailed in the Account Details.
  • Advertiser Agreement means this Advertiser Agreement and any documents incorporated herein by reference.
  • Campaign means a single campaign by Advertiser to serve an Ad or Ads on a Site or Sites through the System. A Campaign may also offer discounts off the price of Advertiser’s products available from a Site or Sites or offer free samples.
  • Click Fees means the minimum $0.29 fee payable by Advertiser when a user clicks on an Ad of the Advertiser or as determined by Bids accepted through the System. In this context, a click will include any action taken across any device (desktop, mobile, tablet) in both browser and mobile app environments to initiate a redirect to the landing page of an Ad, to find out more information about the product the subject of the Ad or to put the product the subject of the Ad into the user’s cart.
  • Customers mean online retailers to whom the Advertiser supplies products that are subscribers to the System.
  • Discount Amount means the discount amount offered by Advertiser through the System in connection with a concluded sale of a product from a Site and, in the case of a free sample, means the recommended retail price offered on the Site.
  • Documentation means the resources and documentation that Citrus makes available to Advertiser through the current versions of Citrus’ support pages, API documentation, and other pages on the Website.
  • Fees mean Click Fees, Impression Fees, Service Fees and any other fees and charges payable by Advertiser as set out in the Documentation.
  • Impression Fees means the $0.01 fee payable by Advertiser each time an Ad is served or presented to a user through an electronic channel and is confirmed as delivered or received.
  • Intellectual Property Rights mean any and all present and future intellectual and industrial property rights and includes, without limitation, any registered or unregistered forms of copyright (and rights allied to copyright and any reversions and extensions of copyright), designs, patents, trademarks, service marks, domain names, good will and any commercial information (including know how and confidential information), any application or right to apply for registration of any of these rights, any rights protected or recognized under any laws throughout the world related to the above or any similar laws, and anything copied or derived from such property or rights.
  • Service Description means the description of the System and the Services as set out in the Documentation from time to time.
  • Service Fee means the service fee for a sale of a product or provision of a free sample through the System where a discount was offered by Advertiser, being an amount equal to 10% of the Discount Amount.
  • Services means providing access to the System together with associated support services, as further described in the Service Description.
  • Website means Citrus’ website at www.citrusad.com, or such other website or websites notified by Citrus to Advertiser from time to time.

 Privacy Policy

Version 1.0 Effective on and from 1st September 2017

We recognise that Your privacy is very important to You. We are committed to protecting the privacy of Your Personal Information in accordance with the Privacy Act, 1988 (Cth) (Privacy Act).

This Policy describes how We collect, hold, use and disclose Personal Information collected in Australia, consistent with the Privacy Act.

The Policy is also notification to individuals of the matters required to be notified by the Australian Privacy Principles.

An individual who provides Personal Information to Us is given access to this Policy.

By providing Personal Information to Us, and by having access to this Policy, an individual consents to Us collecting, holding, using and disclosing Personal Information in accordance with this Policy.

Definitions

In this Policy:

Admin Console means the Website located at https://au.citrusad.com, where Personal Information is collected from Advertisers and Customers.

Advertiser means any person (and where a company, includes its officers, employees, agents and representatives) who We provide Services to as an advertiser.

Customer means any person (and where a company, includes its officers, employees, agents and representatives) who We provide Services to as a customer.

Our’ Us and We refers to Citrus International Pty Ltd ACN 614 763 307 and its Related Companies.

Personal Information means any information or an opinion that can identify an individual. It is still Personal Information whether or not it is true.

Related Company has the same meaning as Section 50 of the Corporations Act 2001 (Cth).

Services means services We provide to You.

You and Your refers to Advertisers, Customers, and prospective advertisers and customers. It also generally refers to users of our Websites.

Websites means all Websites used by Us through which the Services are provided.

Collection of Personal Information

As outlined in this Policy, We collect Personal Information only if You are an Advertiser or Customer. The types of Personal Information that We may collect from You and how We use it will depend on the Services, how You use the Services and upon Your status as an Advertiser, Customer or other user of our Services or Websites.

What Personal Information is collected

Personal Information collected by Us includes Your first, middle and last names; address; email address; telephone number/s and credit card details.

If You do not provide this information We may not be able to provide the Services.

How we collect and hold Personal Information

Wherever possible We collect Personal Information directly from You. We may collect Your Personal Information via one of Our Websites, by telephone, facsimile, when You enter into an Advertiser Agreement or Customer Agreement, when You complete the account registration process, when You complete the online registration form, using the Admin Console.

There may, however, be occasions where We collect Your Personal Information from someone else. For example, where an agreement is in joint names, or where Personal Information is provided to Us by a third party with Your consent.

Web security

We are committed to keeping Your Personal Information secure and will use all reasonable precautions to protect it from interference, loss, misuse or unauthorised modification, including:

  • ensuring that the server on which Personal Information is stored is isolated on a network level from public networks;
  • implementing firewall rules to limit requests originating from trusted networks;
  • passwords being stores in encrypted storage for protection;
  • using asymmetric encryption to authenticate entities that connect to our platform from public networks; and
  • limiting access to Personal Information by Our staff.

Use of cookies

Cookies are unique identifiers that We transfer to Your device to enable Our systems to recognise Your computer and to review the manner in which You use the Services, engage with Advertisers (where You are a Customer) and to enhance the Services provided to You.

The Help feature on Your browser should let You know how to stop Your browser from accepting new cookies, how to have the browser notify You when You receive a new cookie, or how to completely disable cookies. Additionally, You can disable or delete similar data used by browser add-ons – such as Flash cookies – by changing the add-on’s settings or visiting the Website of its manufacturer. Because cookies allow You to take advantage of some of Our Websites’ essential features, We recommend that You leave them turned on. For instance, if You block or otherwise reject our cookies, You may not be able to use the Websites or the Services that requires You to sign-in.

Why we collect and how we use Personal Information

We generally collect Personal Information to provide the Services and to communicate with You when You initiate communications with Us using the ‘API call’ system. More specifically, We collect and use Personal Information in order to process applications, calculate and process payments, improve the quality of the Services, confirm identification and to satisfy legal requirements.

If We do not collect Your Personal Information, or if You provide Us with inaccurate or incomplete information, We may not be able to provide You with the Services, or fulfil the other purposes for which We collect Personal Information.

Your Personal Information may also be used by Us for purposes including research and statistical analysis and marketing.

From time to time We may use Your Personal Information to provide You with direct marketing information about the Services that We offer. If You do not wish to receive this information, You can unsubscribe by contacting Us on 1300 248787; or writing to Us at info@citrusad.com.

You will be reminded of Your option to opt out of receiving direct marketing materials each time You receive direct marketing communications from Us, or third parties engaged by Us.

From time to time We may disclose aggregated, anonymised data to third parties.

Disclosure of your Personal Information

WE NEVER SELL, RENT OR TRADE YOUR PERSONAL INFORMATION.

We may disclose Your Personal Information to Related Companies and third party service providers.

For example, We disclose Your Personal Information to third party service providers to perform activities in connection with the purposes described in this Policy. These disclosures include:

  • where a third party, such as a payment provider, external server providers, carry out activities on our behalf;
  • if disclosure is otherwise required in order to provide You with a particular service;
  • in order to ensure our ability to continue providing the Services;
  • if disclosure is required for the purposes of conducting business analysis in order to improve our Services;
  • if disclosure is required by law;
  • where You have provided Your consent which may be given expressly or may reasonably be implied by Your conduct.

We require related and unrelated third parties to whom Your Personal Information is disclosed to keep any Personal Information disclosed by Us, confidential and only use it for the same purposes We are permitted to use it.

We do not disclose Personal Information to any organisations located outside Australia. If in the future We intend to disclose Personal Information to related or unrelated parties outside Australia, We will notify You in writing (including by amending this policy) of the counties in which the recipients of Your Personal Information are located and We will take reasonable steps to ensure that all overseas recipients of Personal Information comply with the Australian Privacy Principles.

Access to your Personal Information

You may access the information We hold about You. This right is subject to the exceptions detailed in the Australian Privacy Principles.

In most cases, You may access Your Personal Information at no cost by visiting the Admin Console. You can correct, amend or update Your Personal Information through this facility.

You may also access a summary of Your Personal Information by contacting Us on telephone 1300 248 787 Attention Brad Moran, Chief Executive Officer, privacy@citrusad.com

For complex or more detailed requests for access to Your Personal Information, for example, changing bank account details or access to information that is archived, We may require You to place Your request in writing.

In all cases You will be asked to verify who You are before Your Personal Information is provided.

All requests to access Personal Information will be handled in a reasonable time.

If We deny You access We will let You know why in writing.

Correction of Your Personal Information

During the course of Your relationship with Us We will ask You to inform Us of any changes to Your Personal Information.

You may update Your Personal Information or advise Us that the information We have is not accurate, complete or up to date by contacting Us on 1300 248 787 or by writing to Us at Attention Brad Moran, Chief Executive Officer, privacy@citrusad.com

You can also make changes by accessing the Admin Console as outlined above.

There are circumstances in which We can refuse to correct Personal Information. If We do so, We will provide a written notice providing reasons for the refusal which You will have an opportunity to make a formal complaint about, if You feel it is necessary.

All requests to correct Personal Information will be handled in a reasonable time.

Complaints

You have a right to complain about how Your Personal Information has been handled. If You are concerned about a breach of Your privacy and wish to make a complaint, please provide a written complaint to Us at:

Privacy Officer

            Suite 1205, 200 Mary St

Brisbane, QLD 4000

            privacy@citrusad.com

We will respond in writing within 30 days of receipt of a complaint.

If the complaint remains unresolved, then You have the option of notifying the Office of the Australian Information Commissioner (OAIC). Contact details can be found at the OAIC’s Website:  www.oaic.gov.au.

Currency and status of Our Privacy Policy

This Policy may change from time to time and all changes will be posted on the Website.

Whenever You use our Websites You should read our Privacy Policy in conjunction with the Acceptable Use Policy on the Website.

 Acceptable Use Policy

  • Version 1.0 Effective on and from 1st September 2017

This Acceptable Use Policy (Policy) describes prohibited uses of the services, products and systems (Services) offered by Citrus International Pty Ltd ACN 614 763 307 (Citrus). You should read the Policy carefully. If you do not agree to the Policy, you may not use the Services. Citrus may modify this Policy from time to time as the Services change, as applicable law changes, or for any other reason. All modifications to this Policy are effective immediately when posted. If you do not agree to this Policy as modified, you may not continue to use the Services.

If you breach this Policy or authorise or help others to do so, Citrus may disable your use of the Services in accordance with the terms of the Customer Agreement or the Advertiser Agreement (as applicable).

Unacceptable Usage

You may not use the Services to: (a) violate the security or integrity of any network, computer or communications system, software application or network or computing device (each, a System); (b) to engage in, foster, or promote illegal, abusive, or irresponsible behaviour; or (c) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions. Prohibited activities include (without limitation):

  • using any automated means or form of scraping or data extraction to access, query or otherwise collect Citrus advertising related information from any websites and mobile applications accessed through the Services (Site) except as expressly permitted by Citrus;
  • using spam, invalid queries, invalid impressions or invalid clicks on advertisements, links and other content (Ads);
  • generating invalid impressions or invalid clicks on Ads by any person, bot, automated program or similar device, including through any clicks or impressions originating from your own IP addresses or computers under your control;
  • soliciting clicks or generating impressions by payment of money, false representation or requests for end users to click on Ads or take other actions;
  • any other activity that results in the generation of false impressions, inquiries, clicks or conversions;
  • using an internet account or computer without the owner’s authorisation;
  • collecting or using email addresses, screen names, other identifiers, or personal information without the consent of the person identified (including phishing, Internet scamming, password robbery, and harvesting);
  • accessing or using any System or Site without permission, including attempting to probe, scan, or test the vulnerability of a System or Site or to breach any security or authentication measures used by a System or Site;
  • distributing, publishing, sending, or facilitating unsolicited mass e-mailings, promotions, advertising, or solicitations in breach of any applicable anti-spam law;
  • distributing of software that attempts to cause damage, harassment, or annoyance to persons, data, Systems or Sites, this includes the distribution of viruses, Trojan horses, worms, time bombs, or denial of service attacks; and
  • any activities, whether lawful or unlawful, that Citrus determines to be harmful to its Customers, Advertisers, users, resellers, partners, operations, reputation, goodwill or reputation

Illegal, Harmful, or Offensive Content

You may not use, or encourage, promote, facilitate or instruct others to use, the Services for any illegal, harmful, or offensive use, or to transmit, distribute or otherwise make available content that is illegal, harmful, or offensive. Prohibited activities or content include (without limitation):

  • content that contains, or contains links to, nudity, pornography, adult content, sex, extreme violence, profane language or that advocates illegal acts, violence or discrimination towards other people;
  • content that is misleading or deceptive, unfair or unconscionable under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;
  • content that is defamatory, harassing, abusive, or threatening or violates a person’s privacy;
  • content that creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security or interferes with an investigation by law enforcement;
  • improperly exposing trade secrets or other confidential or proprietary information of another person;
  • activities or content that is intended to assist others in defeating technical copyright protections; infringes on another person’s copyright, trade or service mark, patent or other intellectual property or proprietary right;
  • activities or content that promote illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking;
  • activities or content that is otherwise illegal or solicits conduct that is illegal under laws applicable to you or to Citrus; or
  • activities or content that are otherwise malicious, fraudulent or may result in liability to Citrus.

Copyrighted Material

You may not use the Services to download, publish, distribute, or otherwise copy or use in any manner any text, music, software, art, image or other work protected by copyright law unless: (a) you have been expressly authorised by the owner of the copyright for the work to copy the work in that manner; or (b) you are otherwise permitted by established copyright law to copy the work in that manner.

Compliance with Other Terms of Service

You must comply with the terms of service, terms of use, and similar policies and rules of any other website or network you access or participate in using the Services.

 Customer Referral Agreement Terms

Version 1.0 Effective on and from 1st September 2017

  • Please read carefully the following legally binding Referrer Agreement between Citrus International Pty Ltd ACN 614 763 307 (Citrus) and Referrer in relation to the appointment of Referrer as a distributor of the Services and access to Citrus’ online advertising platform as described in the Service Description (System) in the Territory. By signing the Referrer Agreement, clicking the “I Accept” button (or any button or check box having similar wording or meaning), submitting an Application or procuring the opening of an Account by a Customer, Referrer acknowledges that Referrer has read, understands, and agrees to be bound by the terms of this Referrer Agreement. Certain capitalised terms in this Referrer Agreement are defined in clause 11 below.

The following provisions may be subject to consumer protection laws, including the Australian Consumer Law, which may limit the ability to exclude liability or may imply warranties or conditions or impose obligations which cannot be modified, restricted or excluded (except to a limited extent). Any disclaimer of warranties and liability limitations applies subject to any rights you may have under such laws.

  • This Referrer Agreement incorporates Citrus’ Privacy Policy and Acceptable Use Policy (Policies) and any other referenced policies and attachments, including the Documentation. Citrus may amend this Referrer Agreement from time to time, subject to the terms in clause 7 below.
  1. Application and appointment
    • Referrer may apply to become a Referrer by submitting an Application on the Website or by signing and returning a signed copy of this Referrer Agreement to Citrus. Referrer will provide true, accurate, current, and complete information as requested in the Application process. The submission of an Application or a signed Referrer Agreement does not entitle any person to be appointed a Referrer.
    • Citrus may accept an Application in its absolute discretion by giving written notice to Referrer of its appointment as a Referrer subject to this Referrer Agreement.
    • As soon as practicable after appointment as a Referrer, Citrus will establish a dedicated portal on its Website for Referrer to direct Leads to open accounts to use the System and the Services.
    • Subject to the terms of this Referrer Agreement, Citrus authorises and appoints Referrer, on a non-exclusive non-transferable basis, to procure registrations to apply for accounts to use the System and the Services from Leads within the Territory, solely for use by Customers in accordance with the Customer Agreement.
    • Except for the rights expressly granted in this Referrer Agreement, Referrer acknowledges this Referrer Agreement does not transfer any Intellectual Property Rights to Referrer.
    • Referrer acknowledges that its rights under this Referrer Agreement are non-exclusive and that Citrus may, either directly or through third parties, sell or distribute access to the System and the Services in the Territory and elsewhere.
  2. Registrations of Leads
    • Referrer will use its reasonable endeavours to procure that Leads register to use the System and the Services through the Portal via the unique registration link provided to the referrer by Citrus.
    • Citrus will provide reasonable assistance to assist the Referrer to convert Leads into Customers.
    • Referrer acknowledges and agrees that Leads that become Customers will contract directly with Citrus pursuant to a Customer Agreement.
    • Referrer must notify Citrus of any known or suspected breaches of a Customer Agreement or other unauthorised use of the System or the Services by a Customer referred by Referrer and assist Citrus in the enforcement of the terms of Customer Agreements procured by Referrer.
  3. Qualified Lead
    • A lead will be deemed qualified if the following criteria are met:
      • Referrer introduces and recommends Citrus to Customer in writing (Introduction) within 30 days of the date of this agreement
      • An initial meeting is held between Citrus and the Customer within 120 days of the written introduction
      • The Customer registers to the Citrus system and agrees to the Customer Agreement terms or, confirms in writing their desire to proceed with the Citrus product within 18 months of the written Introduction.
  1. Referrer’s obligations
    • Referrer will use its reasonable endeavours to market and promote the System and the Services and solicit and obtain Customers to register for and use the System and the Services with all due care and skill and in a competent and prudent manner and in compliance with all guides and documents provided by Citrus.
    • Referrer will: (a) use its reasonable endeavours to introduce Leads to the System and the Services; (b) diligently, faithfully and conscientiously carry out its obligations under this Referrer Agreement; (c) at all times preserve and enhance Citrus’s good reputation; (d) use its reasonable endeavours to sell, promote and market the System and the Services; (e) not do anything that may interfere with the sale, promotion and marketing of the System and the Services; and (f) comply with all applicable federal, state and local laws and regulations while operating under this Referrer Agreement. Referrer acknowledges that it will be in breach of clause2(a) if it markets or promotes a system or service in the Territory that is competitive with the System and the Services.
    • Referrer will not: (a) represent itself as an agent or employee of Citrus; (b) make any representations or warranties regarding Citrus, or on Citrus’s behalf, or about the System or any Services; (c) without the prior express approval of Citrus commit Citrus in any way to the performance of any contract whatever nor incur any liabilities on behalf of Citrus nor pledge the credit of Citrus, nor will it hold itself out, or permit any person to hold itself out as being authorised to bind Citrus in any way; and (d) engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Citrus or its products.
    • The names, trademarks and logos of Citrus (Citrus Marks) may not be used as part of the business or corporate name or trading style of Referrer but may be used by Referrer only in connection with the performance of Referrer’s obligations under this Referrer Agreement. Subject to this Referrer Agreement, Referrer may identify itself as a Citrus “Referrer” solely in connection with the performance of its obligations under this Referrer Agreement. All goodwill arising from Referrer’s use of the Citrus Marks inures to the benefit of Citrus.
    • Referrer must not disseminate in any manner whatsoever to any person any promotional or marketing documentation (whether in paper or electronic form) which bears any of the Citrus Marks unless the documentation is sales literature provided by Citrus under clause 6 or unless Citrus has first been provided with a copy of such proposed promotional or marketing material and has provided its written consent to its dissemination, which will not be unreasonably withheld.
    • To assist Referrer in the performance of its obligations under this Referrer Agreement, Citrus may: (a) provide Referrer with sales literature and other sales aids that Citrus considers necessary; and (b) list Referrer on the Website and in other promotional literature including the name and contact details of Referrer.
    • Referrer must not appoint sub-agents to carry out any of the functions which it is required or permitted by this Referrer Agreement to perform, without the prior written consent of Citrus, which may be withheld at Citrus’s absolute discretion.
    • Nothing in this Referrer Agreement shall be taken to grant Referrer rights to use the System or the Services. Referrer acknowledges and agrees that any right for Referrer to use the System and the Services will be governed by the terms and conditions of a Customer Agreement and/or an Advertiser Agreement, as applicable.
    • Referrer is only permitted to refer Customers listed in Appendix A
  2. Commission
    • For the 36 month period commencing on the commencement date of each Customer Agreement established through the Portal (Commission Period), Referrer is entitled to receive commission equal to the Commission Rate multiplied by all Net Receipts from any Advertisers in relation to Customers referred by Referrer through the Portal (Commission) plus any GST.
    • For the avoidance of doubt, Referrer is not entitled to receive, and Commissions exclude: (a) amounts invoiced or otherwise payable in the Commission Period that are not received by Citrus on or before the end of the Commission Period (even if received by Citrus after the expiry of the Commission Period); (b) amounts received or payable by Advertisers that relate to periods after the Commission Period; and (c) amounts received in relation to Customers introduced to the System by Referrer in circumstances where the Customer or Advertiser does not register through the Portal designated to Referrer.
    • Commission is payable by Citrus to Referrer within 30 days of the end of each calendar month in relation to revenue received by Citrus during that calendar month provided that such revenue is received by Citrus on or before the end of the Commission Period in relation to that Customer. Citrus will pay the Commission due to Referrer by direct deposit to the bank account nominated by Referrer in the Application as may be changed via the Website.
    • Commission will be paid in the same currency as it is received by Citrus.
    • Citrus will issue recipient created tax invoices for the Commission and Citrus and Referrer acknowledge and agree that: (a) Citrus can issue tax invoices in respect of the supplies made by Referrer under this Referrer Agreement; (b) Referrer will not issue tax invoices in respect of the supplies made by Referrer under this Referrer Agreement; (c) Referrer acknowledges and represents that it is registered for GST when it enters into this Referrer Agreement and that it will notify Citrus if it ceases to be registered; and (d) Citrus acknowledges and represents that it is registered for GST when it enters into this Referrer Agreement and that it will notify Referrer if it ceases to be registered for GST.
    • Citrus will not deliver or send recipient created tax invoices for the Commission to Referrer but such invoices will be available to view or download from the Website.
  3. Term and Termination
    • This Referrer Agreement is effective from the moment of acceptance as described in the first paragraph of this Referrer Agreement and shall remain in force either until the earlier of: (a) termination by Citrus or Referrer under clause 2; or (b) termination by Citrus under clause 5.3.
    • Either party may terminate this Referrer Agreement at any time by giving the other party at least 30 days written notice of termination.
    • Without prejudice to any other rights, Citrus may terminate this Referrer Agreement if Referrer breaches any term of the Referrer Agreement including without limitation, the obligations in clause 3 or the warranties in clause 1, by giving Referrer written notice of Referrer’s breach and Citrus’s decision to terminate this Referrer Agreement.
    • Upon termination of this Referrer Agreement by Referrer under clause 2 or by Citrus under clause 5.3, Referrer’s entitlement to Commission under clause 4 terminates and no further Commission will be payable by Citrus to Referrer in respect of periods after the date of termination.
    • Upon termination of this Referrer Agreement by Citrus under clause 2, Referrer will continue to be entitled to receive Commissions that would have been payable but for termination, being those Commissions payable in respect of Customers to the end of the applicable Commission Period, including for leads made before termination that mature into Customers after termination, pursuant to clause 3.1(c).
    • Referrer’s obligations and Citrus’s rights under this Referrer Agreement with respect to clauses 5, 6, 7, 8, 9 and 10 shall survive any expiration or termination of this Referrer Agreement.
  4. Intellectual Property
    • The System and the Services utilise proprietary and confidential information of Citrus and its licensors, including copyrights which are protected by international copyright laws, inventions which are protected by patents or patents pending, trade secrets and trademarks (Citrus IP). Title to and ownership of the Citrus IP, including, without limitation, all Intellectual Property Rights in and to the Citrus IP, are and shall remain the exclusive property of Citrus and its licensors. Citrus reserves all right, title and interest in and to the Citrus IP. Referrer shall not take any action to jeopardise, limit or interfere with Citrus and its licensors’ ownership of and rights with respect to the Citrus IP. Referrer acknowledges that any unauthorised copying or unauthorised use of the Citrus IP is a violation of this Referrer Agreement and is strictly prohibited.
  5. Warranties and Indemnities
    • Referrer represents, covenants, and warrants to Citrus that: (a) it has the resources, skills, knowledge and abilities necessary to perform its obligations under this Referrer Agreement; (b) it will at all times perform its obligations with promptness and diligence and in a workmanlike manner; (c) it will at all times comply with all applicable laws and regulations and hold all necessary approvals in performing its obligations under this Referrer Agreement and in any of its dealings with respect to the System or the Services; and (d) it has not been induced to enter into this Referrer Agreement by any prior representations, warranties or guarantees, whether oral or in writing.
    • If Citrus has reasonable grounds to suspect that Referrer’s representations, covenants and warranties given under clause 7.1 are inaccurate or breached, Citrus may terminate this Referrer Agreement and pursue any appropriate legal remedies.
    • Referrer agrees to indemnify, hold harmless and defend Citrus and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents, business partners and licensors at Referrer’s expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by Citrus arising out of or relating to Referrer ’s (a) violation or breach of any term of this Referrer Agreement, including without limitation, any breach of Referrer ’s representations, covenants and warranties given under clause 7.1; (b) the issuance by Referrer of any warranty or representation regarding Citrus, the System or the Services not specified in the Customer Agreement; or (c) any other acts or omissions of Referrer in connection with the marketing or selling of the System or the Services under this Referrer Agreement.
  6. Confidentiality
    • Referrer acknowledges that in connection with the performance of Referrer’s obligations under this Referrer Agreement, Referrer will be provided with confidential and proprietary data and information from time to time (Confidential Information). Such Confidential Information shall be owned by Citrus and its licensors.
    • Referrer will keep all Confidential Information provided to Referrer by Citrus, or otherwise, strictly confidential. Referrer may disclose any such Confidential Information only to Referrer’s employees, officers and directors who need to know such information in order to perform their respective duties; provided that each such person has a legal or contractual obligation to maintain the confidentiality of such Confidential Information. Without Citrus’s prior written consent, Referrer will not disclose any such Confidential Information to any third party (except Referrer’s employees, officers and directors as set forth above) or use any such Confidential Information other than solely as and to the extent required for Referrer to perform its obligations under this Referrer Agreement.
    • If Referrer receives any document request, interrogatory, subpoena or other legal process (Request) that would, by its terms, require the disclosure of any Confidential Information protected by this Referrer Agreement, then promptly upon receipt thereof, and prior to making any response thereto, to the extent permitted by applicable law, Referrer will notify Citrus in writing of Referrer’s receipt of such Request, and shall provide a copy thereof.
    • Upon Citrus’s request or expiration or early termination of this Referrer Agreement, Referrer must immediately return or destroy any and all Confidential Information in Referrer’s possession or under Referrer’s control. If requested, Referrer will certify in a writing signed by an authorised officer as to the return or destruction of all such Confidential Information.
  7. Disclaimer of Warranties and Limitation of Liability.
    • NO WARRANTY: ANY WARRANTIES AND OTHER TERMS AND CONDITIONS OFFERED BY CITRUS WITH RESPECT TO THE SYSTEM OR THE SERVICES ARE OFFERED DIRECTLY BY CITRUS TO CUSTOMERS OR ADVERTISERS IN ACCORDANCE WITH THE CUSTOMER AGREEMENT OR THE ADVERTISER AGREEMENT RESPECTIVELY AND DO NOT EXTEND TO REFERRER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CITRUS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SYSTEM AND THE SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY. CERTAIN LEGISLATION, INCLUDING THE AUSTRALIAN COMPETITION AND CONSUMER ACT 2010 (CTH), MAY GIVE GUARANTEES OR IMPLY WARRANTIES OR CONDITIONS OR IMPOSE OBLIGATIONS WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT TO A LIMITED EXTENT. THESE TERMS MUST IN ALL CASES BE READ SUBJECT TO THESE STATUTORY PROVISIONS.
    • LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CITRUS BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE PERFORMANCE OF REFERRER’S OBLIGATIONS UNDER THIS REFERRER AGREEMENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CITRUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY. CERTAIN LEGISLATION, INCLUDING THE AUSTRALIAN COMPETITION AND CONSUMER ACT 2010 (CTH), MAY LIMIT THE ABILITY TO EXCLUDE LIABILITY.
    • In no event shall Citrus’s total liability to Referrer for all damages (other than as may be required by applicable law) exceed the amount of Commission paid by Citrus to Referrer in the 3 month period prior to the date that the cause of action entitling Referrer to damages accrued.
    • No oral or written information or advice given by Citrus its agents or employees shall create a warranty or in any way increase the scope of any warranty provided herein.
    • Unless the law says otherwise, neither Citrus nor any of our suppliers, agents or contractors will be responsible to Referrer or any other person in connection with: (a) any failure or refusal to accept a registration of a Lead submitted to the Portal by Referrer; (b) the termination of a Customer Agreement or an Advertiser Agreement for any reason; (c) the suspension, restriction or termination of the System or the Services or any interruption or delay to the System or the Services; (d) an advertiser’s failure or delay in paying any money due under an Advertiser Agreement; or (e) any loss caused by Referrer or any other person suffered as a result of: (i) any cause where the cause is outside Citrus’ reasonable control; or (ii) Referrer’s own negligence or failure to follow Citrus’ reasonable instructions.
  8. General
    • Referrer hereby agrees that Citrus would be irreparably damaged if the terms of this Referrer Agreement were not specifically enforced, and therefore Referrer agrees that Citrus shall be entitled to appropriate equitable remedies in any court of competent jurisdiction with respect to breaches of this Referrer Agreement, in addition to such other remedies as Citrus may otherwise have available to it under applicable laws.
    • This Referrer Agreement contains the entire agreement of the parties with respect to the subject matter of this Referrer Agreement and supersede all previous or contemporaneous communications, representations, proposals, commitments, understandings and agreements, whether written or oral, between the parties regarding the subject matter hereof.
    • Any notice under this Referrer Agreement must be given in writing. Citrus may provide notice to Referrer via email, to the email address provided by Referrer with its Application or as updated by Referrer through the Website from time to time. A notice given by Citrus will be deemed given upon the first business day after it is sent. Referrer may provide notice to Citrus by email to support@citrusad.com or via the Website. A notice given by Referrer is deemed given upon receipt by Citrus.
    • Nothing in this Referrer Agreement shall constitute a partnership, agency or joint venture between Referrer and Citrus.
    • The failure of Citrus at any time or times to require performance of any provision of this Referrer Agreement shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.
    • Referrer may not assign this Referrer Agreement or any rights hereunder. Citrus may assign this Referrer Agreement, at Citrus’s discretion, without consent of or notification to Referrer.
    • Citrus may amend the terms and conditions of this Referrer Agreement from time to time, including any documents incorporated by reference. If an amendment meaningfully reduces Reseller’s rights, Citrus will use reasonable endeavours to notify Reseller (by, for example, sending an email to the billing or technical contact designated in the Application). If Citrus amends this Referrer Agreement and Referrer objects to the amended Referrer Agreement, as its exclusive remedy, Referrer may choose to terminate this Referrer Agreement under clause 2.
    • If any provision of this Referrer Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to that provision or part and the rest of such provision, and all other provisions of this Referrer Agreement will continue in full force and effect.
    • This Referrer Agreement is governed by the laws of the State of New South Wales, Australia, without regard to choice of law principles. All disputes arising out of or related to this Referral Agreement or the services provided by Reseller under this Referral Agreement shall be subject to the exclusive jurisdiction of the courts located in Sydney, Australia. Referrer agrees to submit to the personal jurisdiction and venue of such courts.
  9. Definitions

Unless defined elsewhere in this document, capitalised terms have the following meanings:

  • Advertiser means an advertiser contracted to use the System and the Services pursuant to an Advertiser Agreement.
  • Advertiser Agreement means the form of Citrus’s advertiser agreement from time to time available on the Website.
  • Application means an application from Referrer to Citrus to become a distributor and referrer of the Services and access to the System, whether submitted to Citrus through the Website or by any other means.
  • Commission has the meaning given in clause 1.
  • Commission Period has the meaning given in clause 1.
  • Commission Rate means 10% or such other rate or rates agreed in writing by Referrer and Citrus.
  • Customer means a Lead that successfully registers through the Portal for the Services as a customer pursuant to, and becomes bound by, a Customer Agreement provided Citrus receives Net Receipts in relation to that Customer within 120 days of the Commencement Date.
  • Customer Agreement means the form of Citrus’s customer agreement from time to time available on the Website.
  • Documentation means the resources and documentation that Citrus makes available to Customers and Advertisers through the current versions of Citrus’ support pages, API documentation, and other pages on the Website.
  • Intellectual Property Rights mean any and all present and future intellectual and industrial property rights and includes, without limitation, any registered or unregistered forms of copyright (and rights allied to copyright and any reversions and extensions of copyright), designs, patents, trademarks, service marks, domain names, good will and any commercial information (including know how and confidential information), any application or right to apply for registration of any of these rights, any rights protected or recognized under any laws throughout the world related to the above or any similar laws, and anything copied or derived from such property or rights.
  • Lead means a potential user of the System and the Services as a customer.
  • Net Receipts means in any period the amount of money actually received by Citrus from Advertisers in relation to Customers which Citrus is entitled to retain under an Advertiser Agreement (excluding GST and taxes) less any share of that money that is payable by Citrus to Customers under a Customer Agreement (excluding GST and taxes).
  • Portal means the portal to the Website established by Citrus for Referrer under clause 3.
  • Referrer means the referrer under this Referrer Agreement as detailed in an Application.
  • Referrer Agreementmeans this Referrer Agreement and any other documents incorporated herein by reference.
  • Service Description means the description of the System and the Services as set out in the Documentation from time to time.
  • Services means providing access to the System together with associated support services, as further described in the Service Description.
  • Website means Citrus’ website at www.citrusad.com, or such other website or websites notified by Citrus to Customer from time to time.

 E-Commerce Partner Agreement Terms

Version 1.0 Effective on and from 1st September 2017

 

  • Please read carefully the following legally binding e-commerce Partner Agreement between Citrus International Pty Ltd ACN 614 763 307 (Citrus) and e-commerce Partner for use of Citrus’ online advertising platform as described in the Service Description (System) and in relation to the appointment of e-commerce Partner as an e-commerce Partner to manage the use of the System by Customers whose websites and mobile applications (Sites) or on-line ordering systems are owned, managed, operated or maintained by e-commerce Partner (Managed Customers). By signing the e-commerce Partner Agreement, clicking the “I Accept” button (or any button or check box having similar wording or meaning), submitting an Application, e-commerce Partner acknowledges that e-commerce Partner has read, understands, and agrees to be bound by the terms of this e-commerce Partner Agreement. Certain capitalised terms in this e-commerce Partner Agreement are defined in clause 12 below.

The following provisions may be subject to consumer protection laws, including the Australian Consumer Law, which may limit the ability to exclude liability or may imply warranties or conditions or impose obligations which cannot be modified, restricted or excluded (except to a limited extent). Any disclaimer of warranties and liability limitations applies subject to any rights you may have under such laws.

  • This e-commerce Partner Agreement incorporates Citrus’ Privacy Policy and Acceptable Use Policy (Policies) and any other referenced policies and attachments, including the Documentation. e-commerce Partner must also comply with the terms and conditions of use for Google’s reCAPTCHA software utilised as part of the System the current terms of which can be located at https://www.google.com/intl/en/policies/privacy/ and https://www.google.com/intl/en/policies/terms/.
  1. Application and appointment
    • e-commerce Partner may apply to become an e-commerce Partner by submitting an Application on the Website or by signing and returning a signed copy of this e-commerce Partner Agreement to Citrus. e-commerce Partner will provide true, accurate, current, and complete information as requested in the Application process. The submission of an Application or a signed e-commerce Partner Agreement does not entitle any person to be appointed an e-commerce Partner.
    • As part of the application process, e-commerce Partner will provide its bank account, debit card or other payee details (Payment Account) to allow for the crediting of Commissions and an email address and password for its Account. e-commerce Partner is responsible for maintaining the security of its Account, passwords, private keys, API keys and for all uses of the Account and the use of the System and the Services.
    • As part of the application process, the share of Revenue to be received by e-commerce Partner will be agreed with Citrus and be included in the Account Details.
    • Citrus may accept an Application in its absolute discretion by giving written notice to e-commerce Partner of its appointment as an e-commerce Partner subject to this e-commerce Partner Agreement.
    • As soon as practicable after appointment as an e-commerce Partner, Citrus will establish a dedicated portal on its Website for e-commerce Partner to direct Customers whose Sites are managed by e-commerce Partner to open accounts to use the System and the Services.
    • Subject to the terms of this e-commerce Partner Agreement, Citrus authorises and appoints e-commerce Partner, on a non-exclusive non-transferable basis, to procure registrations from Managed Customers solely for use by Managed Customers in accordance with the Customer Agreement.
    • Except for the rights expressly granted in this e-commerce Partner Agreement, e-commerce Partner acknowledges this e-commerce Partner Agreement does not transfer any Intellectual Property Rights to e-commerce Partner.
    • e-commerce Partner acknowledges that its rights under this e-commerce Partner Agreement are non-exclusive and that Citrus may, either directly or through third parties, sell or distribute access to the System and the Services.
  2. Registration of Managed Customers
    • e-commerce Partner will use its reasonable endeavours to procure that Managed Customers register to use the System and the Services through the Portal via the unique registration link provided to the e-commerce Partner by Citrus.
    • e-commerce Partner acknowledges and agrees that: (a) Managed Customers will contract directly with Citrus pursuant to a Customer Agreement; (b) a Managed Customer may only use the system and the Services if it has entered into a Customer Agreement; (c) all payments in connection with Managed Customers’ use of the System and the Services will be paid to e-commerce Partner; and (d) e-commerce Partner will account to Managed Customers for payments and revenue in accordance with the contractual arrangements agreed between e-commerce Partner and each Managed Customer (e-commerce Agreements).
    • e-commerce Partner must notify Citrus of any known or suspected breaches of a Customer Agreement or other unauthorised use of the System or the Services by a Managed Customer and assist Citrus in the enforcement of the terms of Customer Agreements.
  3. e-commerce Partner’s obligations
    • e-commerce Partner will use its reasonable endeavors to market and promote the System and the Services to Managed Customers and will solicit and obtain Managed Customers to register for and use the System and the Services with all due care and skill and in a competent and prudent manner and in compliance with all guides and documents provided by Citrus.
    • e-commerce Partner will: (a) use its reasonable endeavours to introduce Managed Customers to the System and the Services; (b) diligently, faithfully and conscientiously carry out its obligations under this e-commerce Partner Agreement; (c) at all times preserve and enhance Citrus’s good reputation; (d) use its reasonable endeavours to sell, promote and market the System and the Services; (e) not do anything that may interfere with the sale, promotion and marketing of the System and the Services; (f) comply with all applicable federal, state and local laws and regulations while operating under this e-commerce Partner Agreement; and (g) comply with its obligations under the e-commerce Agreements as they relate to Managed Customers use of the system and the Services including, without limitation, its payment obligations.
    • e-commerce Partner will not: (a) represent itself as an agent or employee of Citrus; (b) make any representations or warranties regarding Citrus, or on Citrus’s behalf, or about the System or any Services; (c) without the prior express approval of Citrus commit Citrus in any way to the performance of any contract whatever nor incur any liabilities on behalf of Citrus nor pledge the credit of Citrus, nor will it hold itself out, or permit any person to hold itself out as being authorised to bind Citrus in any way; and (d) engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Citrus or its products.
    • The names, trademarks and logos of Citrus (Citrus Marks) may not be used as part of the business or corporate name or trading style of e-commerce Partner but may be used by e-commerce Partner only in connection with the performance of e-commerce Partner’s obligations under this e-commerce Partner Agreement. Subject to this e-commerce Partner Agreement, e-commerce Partner may identify itself as a Citrus “e-commerce Partner” solely in connection with the performance of its obligations under this e-commerce Partner Agreement. All goodwill arising from e-commerce Partner’s use of the Citrus Marks inures to the benefit of Citrus.
    • e-commerce Partner must not disseminate in any manner whatsoever to any person any promotional or marketing documentation (whether in paper or electronic form) which bears any of the Citrus Marks unless the documentation is sales literature provided by Citrus under clause 6 or unless Citrus has first been given a copy of such proposed promotional or marketing material and provided its written consent to its dissemination, which will not be unreasonably withheld.
    • To assist e-commerce Partner in the performance of its obligations under this e-commerce Partner Agreement, Citrus may: (a) provide e-commerce Partner with sales literature and other sales aids that Citrus considers necessary; and (b) list e-commerce Partner on the Website and in other promotional literature including the name and contact details of e-commerce Partner.
    • e-commerce Partner must not appoint sub-agents to carry out any of the functions which it is required or permitted by this e-commerce Partner Agreement to perform, without the prior written consent of Citrus, which may be withheld at Citrus’s absolute discretion.
  4. System and Services
    • Citrus will use its reasonable endeavours to make the System and the Services available to e-commerce Partner, Managed Customers and Advertisers in accordance with the Service Description and the Documentation. e-commerce Partner will promote the System and the Services to Advertisers associated with Managed Customers. e-commerce Partner acknowledges that Advertisers will only be entitled to use the System and the Services if they have registered as an Advertiser and agreed to be bound by the Advertiser Agreement.
    • e-commerce Partner permits Citrus to sell (including by way of tender or auction) and serve product identification numbers (either in the form of PLU, UPC, GTIN or any other code standard adopted from time to time) from Advertisers (Ads) to Managed Customer’s Sites.
    • In consideration of the terms set out in this e-commerce Partner Agreement, Citrus grants e-commerce Partner a non-exclusive, non-transferable, revocable right to use the System and the Services in accordance with the terms of this e-commerce Partner Agreement and all applicable laws.
    • e-commerce Partner must download and install the Reporting Tool on its systems prior to its use of the System and the Services. e-commerce Partner must keep the then current version of the Reporting Tool installed and functioning at all times when using the System and the Services.
    • e-commerce Partner must provide all information necessary for the use of the System by e-commerce Partner and each Managed Customer as set out in the Documentation including product information, pricing information (including discounts), order details (including products, quantities, prices and discounts) and any other customer or sales data and information (Sales Data). e-commerce Partner must ensure that the Sales Data is correct, accurate and up-to-date. e-commerce Partner acknowledges that Managed Customers have authorised the provision of the Sales Data to Citrus under the Customer Agreement.
    • e-commerce Partner may use the System and the Services only in and for its own internal purposes and business operations and the business operations of Managed Customers that are bound by a Customer Agreement. e-commerce Partner may not use the System or the Services as a service for any third party (other than Managed Customers that are bound by a Customer Agreement), unless e-commerce Partner is a Referrer and Citrus has expressly authorised e-commerce Partner to do so. No license or right to use, reproduce, translate, rearrange, modify, enhance, display, sell, lease, sublicense or otherwise distribute, transfer or dispose of the System or the Services accessed by e-commerce Partner hereunder, in whole or in part, is granted except as expressly provided by this e-commerce Partner Agreement.
    • e-commerce Partner must ensure that the Sites have a clearly labelled and easily accessible privacy policy that provides end users with clear and comprehensive information about cookies, device-specific information, location information and other information stored on, accessed on or collected from end users’ devices in connection with the System and the Services, including, as applicable, information about end users’ options for cookie management. e-commerce Partner must use commercially reasonable efforts to ensure that an end user of the Sites gives consent to the storing and accessing of cookies, device-specific information, location information or other information on the end user’s device in connection with the System and the Services where such consent is required by law.
    • Citrus may immediately suspend or restrict e-commerce Partner’s, a Managed Customer or an Advertiser’s use of all or any of the System or the Services without liability to e-commerce Partner: (a) where reasonably necessary for technical or operational reasons; (b) if e-commerce Partner breaches any other terms of this e-commerce Partner Agreement or the Policies; (c) if a Managed Customer breaches any other terms of its Customer Agreement or the Policies; or (d) if Citrus considers that e-commerce Partner or a Managed Customer has committed or may be committing any illegal or fraudulent activity through its use of the System or the Services.
    • Citrus will provide e-commerce Partner with support to resolve general issues relating to the Account and e-commerce Partner’s use of the System and the Services. This support includes access to the Documentation. The most efficient way to get support is to review the Documentation. If e-commerce Partner still has issues or questions after reviewing the Documentation, e-commerce Partner should contact Citrus at support@citrusad.com.
    • e-commerce Partner may cancel the Services at any time by ceasing to use the System.
  5. Commission
    • Subject to this clause 5, e-commerce Partner will be entitled to receive Commission related to the Revenue actually received by Citrus from Advertisers based on: (a) the number of valid clicks on Ads displayed on the Managed Customer’s Sites; (b) the number of valid impressions of Ads displayed on the Managed Customer’s Sites; (c) other valid events performed in connection with the display of Ads on the Managed Customer’s Sites; and (d) other revenue generated from Advertisers via the Manged Customer’s Sites, in each case as determined by Citrus.
    • Where an Advertiser offers discounts or free samples to Managed Customers’ customers through the System and a purchase is made, Citrus will remit the Discount Amount to e-commerce Partner. e-commerce Partner acknowledges and agrees that: (a) Citrus will charge a service fee to Advertiser for the discount facility; (b) the service fee will be equal to 10% of the Discount Amount; and (c) e-commerce Partner will receive Commission on the service fee.
    • Unless directed otherwise by e-commerce Partner via the system, Citrus will pay e-commerce Partner the Commission and all Discount Amounts into the Payment Account monthly in arrears within 5 business days of the end of each calendar month in which Revenue or Discount Amounts are received by Citrus. e-commerce Partner may direct Citrus to make payments otherwise due to it under this e-commerce Agreement directly to the accounts of Managed Customers and such payments will satisfy Citrus’ obligation to pay e-commerce Partner.
    • The calculation of Commission and Discount Amounts will be based on Citrus’ records and accounting. Payments of Commission and Discount Amounts may be withheld to reflect or adjusted to exclude any amounts refunded or credited to Advertisers and any amounts arising from invalid activity, as determined by Citrus. e-commerce Partner must not, and must not authorise any third party to, engage in any invalid activity in connection with Ads served to Managed Customer’s Sites by the System. Invalid activity is determined by Citrus in all cases and includes, but is not limited to: (a) spam, invalid queries, invalid impressions or invalid clicks on Ads generated by any person, bot, automated program or similar device, including through any clicks or impressions originating from e-commerce Partner or Managed Customers’ IP addresses or computers under e-commerce Partner or Managed Customers’ control; (b) clicks solicited or impressions generated by payment of money, false representation or requests for end users to click on Ads or take other actions; (c) any other activity that results in the generation of false impressions, inquiries, clicks or conversions; and (d) clicks or impressions co-mingled with a significant amount of the activity described in paragraphs (a) to (c) above.
    • In addition to Citrus’ other rights and remedies, Citrus may: (a) withhold and offset any payments owed to e-commerce Partner under this e-commerce Partner Agreement against any fees that e-commerce Partner owes to Citrus under this e-commerce Partner Agreement or any other agreement; or (b) require e-commerce Partner to refund to Citrus within 14 days of any invoice, any amounts Citrus may have overpaid to e-commerce Partner in prior periods. If e-commerce Partner disputes any payment made or withheld relating to the System or the Services, e-commerce Partner must notify Citrus in writing within 60 days of any such payment and, subject to clauses 1 and 10.2, if e-commerce Partner does not, any claim relating to the disputed payment will be waived.
    • To ensure proper payment, e-commerce Partner is responsible for providing and maintaining accurate contact and payment information for the Account, including the details of the Payment Account. e-commerce Partner is responsible for any charges assessed by e-commerce Partner’s bank or payment provider.
    • The Commission and Discount Amounts include GST and all other applicable taxes. Citrus will issue recipient created tax invoices for the Commission and Discount Amounts and Citrus and e-commerce Partner acknowledge and agree that: (a) Citrus can issue tax invoices in respect of the supplies made by e-commerce Partner under this e-commerce Partner Agreement; (b) e-commerce Partner will not issue tax invoices in respect of the supplies made by e-commerce Partner under this e-commerce Partner Agreement; (c) e-commerce Partner acknowledges and represents that it is registered for GST when it enters into this e-commerce Partner Agreement and that it will notify Citrus if it ceases to be registered; and (d) Citrus acknowledges and represents that it is registered for GST when it enters into this e-commerce Partner Agreement and that it will notify e-commerce Partner if it ceases to be registered for GST.
    • Citrus will not deliver or send recipient created tax invoices for the Commission or Discount Amounts to e-commerce Partner but such invoices will be available to view or download from the Website.
    • If Citrus is obligated to withhold any taxes from its payments to e-commerce Partner, Citrus will notify e-commerce Partner of this and will make the payments net of the withheld amounts.
  6. Term and Termination
    • This e-commerce Partner Agreement shall remain in force either until the earlier of: (a) termination by e-commerce Partner under clause 10; (b) termination by Citrus under clause 6.2; or (c) termination by Citrus under clause 6.3.
    • Citrus may terminate this e-commerce Partner Agreement, or suspend or terminate the participation of any Site in the System, at any time by giving Customer written notice of termination.
    • Without prejudice to any other rights, Citrus may terminate this e-commerce Partner Agreement if e-commerce Partner breaches any term of the e-commerce Partner Agreement including without limitation, the obligations in clause 3 or the warranties in clause 1, by giving e-commerce Partner written notice of e-commerce Partner’s breach and Citrus’s decision to terminate this e-commerce Partner Agreement.
    • e-commerce Partner acknowledges and agrees that each Customer Agreement between Citrus and each Managed Customer will automatically terminate upon termination of this e-commerce Partner Agreement.
    • Upon termination of this e-commerce Partner Agreement: (a) Citrus must pay to e-commerce Partner all Commission outstanding or otherwise payable under this e-commerce Partner Agreement less any administration charges payable by e-commerce Partner on termination (as set out in the Service Description); (b) Citrus will close the Account; (c) e-commerce Partner and Managed Customers must cease to use the System and the Services; (d) e-commerce Partner must delete the Reporting Tool from its systems; and (e) Citrus must delete all Sales Data provided by or on behalf of Managed Customers from its systems.
    • e-commerce Partner’s obligations and Citrus’s rights under this e-commerce Partner Agreement with respect to clauses 5, 5, 7, 8, 9, 10 and 11 shall survive any expiration or termination of this e-commerce Partner Agreement.
  7. Intellectual Property
    • The System and the Services utilise proprietary and confidential information of Citrus and its licensors, including copyrights which are protected by international copyright laws, inventions which are protected by patents or patents pending, trade secrets and trademarks (Citrus IP). Title to and ownership of the Citrus IP, including, without limitation, all Intellectual Property Rights in and to the Citrus IP, are and shall remain the exclusive property of Citrus and its licensors, and except for the limited license granted to e-commerce Partner by Citrus, Citrus reserves all right, title and interest in and to the Citrus IP. e-commerce Partner shall not take any action to jeopardise, limit or interfere with Citrus and its licensors’ ownership of and rights with respect to the Citrus IP. e-commerce Partner acknowledges that any unauthorised copying or unauthorised use of the Citrus IP is a violation of this e-commerce Partner Agreement and is strictly prohibited. Any bug reports, usability reports, test results, feedback made by e-commerce Partner in relation to the System or the Services shall be the sole property of Citrus and its licensors and may be used by Citrus and its licensors for any purpose.
    • If Citrus provides e-commerce Partner with software in connection with the System or the Services (including the Reporting Tool), Citrus grants e-commerce Partner a non-exclusive, non-sublicensable licence for use of such software. This licence is for the sole purpose of enabling e-commerce Partner to use and enjoy the benefit of the System and the Services, in the manner permitted by this e-commerce Partner Agreement. e-commerce Partner must not copy, modify, distribute, sell or lease any part of the System or the Services or included software, nor may e-commerce Partner reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or e-commerce Partner has the written permission of Citrus. e-commerce Partner must not remove, obscure or alter Citrus’ copyright notice or other proprietary rights notices affixed to or contained within any Citrus services, software or documentation.
    • e-commerce Partner acknowledges that Advertisers will provide the content for Ads to Managed Customers’ Sites (Advertiser Content). Citrus makes no representations or warranties about Advertiser Content and e-commerce Partner releases Citrus from any claims for infringement of Intellectual Property Rights in connection with the Advertiser Content and the use of the Advertiser Content on Managed Customers’
    • To the extent that e-commerce Partner has any rights to the Sales Data, e-commerce Partner grants Citrus a license to use the Sales Data for the purposes of performing the Services, improving the System and the Services offered by Citrus to all customers and developing new features, products and services. e-commerce Partner acknowledges that all other data collected by Citrus, including data collected from Advertisers, in connection with the provision of the System and the Services will be owned by Citrus.
  8. Warranties and Indemnities
    • e-commerce Partner represents, covenants, and warrants to Citrus that: (a) it has the resources, skills, knowledge and abilities necessary to perform its obligations under this e-commerce Partner Agreement; (b) it will at all times perform its obligations with promptness and diligence and in a workmanlike manner; (c) it will at all times comply with all applicable laws and regulations and hold all necessary approvals in performing its obligations under this e-commerce Partner Agreement and in any of its dealings with respect to the System or the Services; and (d) it has not been induced to enter into this e-commerce Partner Agreement by any prior representations, warranties or guarantees, whether oral or in writing.
    • In connection with its use of the System and the Services, e-commerce Partner represents, covenants, and warrants to Citrus that: (a) it will use the System and the Services only in compliance with this e-commerce Partner Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, and defamation); and (b) it will not use the System or the Services for any unlawful or discriminatory activities; (c) it will comply with the Policies; and (d) the Sales Data will be correct, accurate and up-to-date.
    • If Citrus has reasonable grounds to suspect that e-commerce Partner’s representations, covenants and warranties given under clauses 8.1 or 8.2 are inaccurate or breached, Citrus may terminate this e-commerce Partner Agreement and pursue any appropriate legal remedies.
    • e-commerce Partner agrees to indemnify, hold harmless and defend Citrus and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents, business partners and licensors at e-commerce Partner’s expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by Citrus arising out of or relating to e-commerce Partner ’s (a) violation or breach of any term of this e-commerce Partner Agreement, including without limitation, any breach of e-commerce Partner ’s representations, covenants and warranties given under clauses 8.1 or 8.2 or e-commerce Partner’s confidentiality obligations under clause 9; (b) the negligence or intentional misconduct of e-commerce Partner; (c) the issuance by e-commerce Partner of any warranty or representation regarding Citrus, the System or the Services not specified in the Customer Agreement; (d) use or misuse of the System or the Services by or on behalf of e-commerce Partner; or (e) any other acts or omissions of e-commerce Partner in connection with the use, marketing or selling of the System or the Services under this e-commerce Partner Agreement. . Citrus reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by e-commerce Partner and e-commerce Partner shall not, in any event, settle any matter without the prior written consent of Citrus.
  9. Confidentiality
    • e-commerce Partner and Citrus each acknowledge that in connection with e-commerce Partner’s use of the System and the Services and this e-commerce Partner Agreement, each of them (each, a Recipient) will be provided with confidential and proprietary data and information of the other (each, a Discloser) from time to time (Confidential Information). Such Confidential Information shall be owned by the Discloser.
    • Recipient will keep all Confidential Information provided to Recipient by Discloser strictly confidential. Recipient may disclose any such Confidential Information only to Recipient’s employees, officers and directors who need to know such information in order to perform their respective duties; provided that each such person has a legal or contractual obligation to maintain the confidentiality of such Confidential Information. Without Discloser’s prior written consent, Recipient will not disclose any such Confidential Information to any third party (except Recipient’s employees, officers and directors as set forth above) or use any such Confidential Information other than solely as and to the extent required for Recipient to use or provide the System or the Services and otherwise perform its obligations under this e-commerce Partner Agreement.
    • If Recipient receives any document request, interrogatory, subpoena or other legal process (Request) that would, by its terms, require the disclosure of any Confidential Information protected by this e-commerce Partner Agreement, then promptly upon receipt thereof, and prior to making any response thereto, to the extent permitted by applicable law, Recipient will notify Discloser in writing of Recipient’s receipt of such Request, and shall provide a copy thereof.
    • Upon Recipient’s request or expiration or early termination of this e-commerce Partner Agreement, Recipient must immediately return or destroy any and all Confidential Information in Recipient’s possession or under Recipient’s control. If requested, Recipient will certify in a writing signed by an authorised officer as to the return or destruction of all such Confidential Information.
    • Notwithstanding any other sub-clause in the clause 9, Citrus may disclose Sales Data to an Advertiser to the extent required to resolve any dispute between Citrus and an Advertiser under or in relation to an Advertiser Agreement.
    • Citrus agrees to indemnify, hold harmless and defend e-commerce Partner and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents, business partners and licensors at Citrus’ expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by Citrus arising out of or relating to Citrus’ breach of Citrus ’confidentiality obligations under this clause 9.
    • Citrus agrees that e-commerce Partner would be irreparably damaged if Citrus were to breach the confidentiality obligations in this clause 9 and therefore Citrus agrees that e-commerce Partner shall be entitled to appropriate equitable remedies in any court of competent jurisdiction with respect to breaches of this clause 9, in addition to such other remedies as e-commerce Partner may otherwise have available to it under applicable laws.
  10. Disclaimer of Warranties and Limitation of Liability.
    • NO WARRANTY: ECOMMERCE PARTNER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SYSTEM AND THE SERVICES IS AT ITS SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SYSTEM AND THE SERVICES PERFORMED OR PROVIDED ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CITRUS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SYSTEM AND THE SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CITRUS OR ITS AUTHORISED REPRESENTATIVES SHALL CREATE A WARRANTY. SHOULD THE SYSTEM AND THE SERVICES PROVE DEFECTIVE, ECOMMERCE PARTNER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY. CERTAIN LEGISLATION, INCLUDING THE AUSTRALIAN CONSUMER LAW, MAY GIVE GUARANTEES OR IMPLY WARRANTIES OR CONDITIONS OR IMPOSE OBLIGATIONS WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT TO A LIMITED EXTENT. THESE TERMS MUST IN ALL CASES BE READ SUBJECT TO THESE STATUTORY PROVISIONS.
    • LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CITRUS BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO ECOMMERCE PARTNER’S USE OF OR INABILITY TO USE THE SYSTEM OR THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CITRUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY. CERTAIN LEGISLATION, INCLUDING THE AUSTRALIAN CONSUMER LAW, MAY LIMIT THE ABILITY TO EXCLUDE LIABILITY. IF CITRUS IS LIABLE UNDER THE AUSTRALIAN CONSUMER LAW OR SIMILAR LEGISLATION, TO THE EXTENT TO WHICH CITRUS IS ENTITLED TO DO SO, CITRUS LIMITS ITS LIABILITY IN RESPECT OF ANY CLAIM UNDER THOSE PROVISIONS TO: IN THE CASE OF GOODS, AT CITRUS’S OPTION: THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; THE REPAIR OF THE GOODS; THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; AND, IN THE CASE OF SERVICES, AT CITRUS’S OPTION: THE SUPPLYING OF THE SERVICES AGAIN; OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.
    • No oral or written information or advice given by Citrus, its resellers, agents or employees shall create a warranty or in any way increase the scope of any warranty provided herein.
    • Unless the law says otherwise, neither Citrus nor any of its resellers, suppliers, agents or contractors will be responsible to e-commerce Partner or any other person in connection with: (a) the suspension of or restriction to the System or the Services in accordance with this e-commerce Partner Agreement or any interruption or delay to the System or the Services caused by matters outside of Citrus’ reasonable control; (b) any errors, viruses or bugs present in or arising from the use of the System or the Services that are not directly caused by or attributable to Citrus; (c) any incompatibility of the System or the Services with any other software, hardware or material; (d) any misuse or failure of the System or the Services; and (e) any loss caused by e-commerce Partner or any other person suffered as a result of: (i) any misuse or unauthorised use of the login details for e-commerce Partner’s Account; (ii) any other cause where the cause is outside Citrus’ reasonable control; or (iii) e-commerce Partner’s own negligence or failure to follow Citrus’s reasonable instructions.
  11. General
    • e-commerce Partner hereby agrees that Citrus would be irreparably damaged if the terms of this e-commerce Partner Agreement were not specifically enforced, and therefore e-commerce Partner agrees that Citrus shall be entitled to appropriate equitable remedies in any court of competent jurisdiction with respect to breaches of this e-commerce Partner Agreement, in addition to such other remedies as Citrus may otherwise have available to it under applicable laws.
    • This e-commerce Partner Agreement contains the entire agreement of the parties with respect to the subject matter of this e-commerce Partner Agreement and supersede all previous or contemporaneous communications, representations, proposals, commitments, understandings and agreements, whether written or oral, between the parties regarding the subject matter hereof.
    • Any notice under this e-commerce Partner Agreement must be given in writing. Citrus may provide notice to e-commerce Partner via email, to the email address provided by e-commerce Partner at registration or as updated by e-commerce Partner through the Website from time to time, or through the Account. A notice given by Citrus will be deemed given upon the first business day after it is sent. e-commerce Partner may provide notice to Citrus by email to support@citrusad.com or via the Website. A notice given by e-commerce Partner is deemed given upon receipt by Citrus.
    • Nothing in this e-commerce Partner Agreement shall constitute a partnership, agency or joint venture between e-commerce Partner and Citrus.
    • The failure of Citrus at any time or times to require performance of any provision of this e-commerce Partner Agreement shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.
    • Customer may not assign this Customer Agreement or any rights hereunder. Citrus may assign this Customer Agreement to a related body corporate of Citrus, at Citrus’s discretion, without consent of or notification to Customer
    • Citrus may amend the terms and conditions of this e-commerce Partner Agreement from time to time, including any documents incorporated by reference. If an amendment meaningfully reduces e-commerce Partners rights, Citrus will use reasonable endeavors to notify e-commerce Partner (by, for example, sending an email to the billing or technical contact designated in the Application). If Citrus amends this e-commerce Partner Agreement and e-commerce Partner objects to the amended e-commerce Partner Agreement, as its exclusive remedy, e-commerce Partner may choose to terminate this e-commerce Partner Agreement under clause 10.
    • If any provision of this e-commerce Partner Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to that provision or part and the rest of such provision, and all other provisions of this e-commerce Partner Agreement will continue in full force and effect.
    • This Customer Agreement is governed by the laws of the State of Florida, without giving effect to the principle of conflicts of laws. Any legal action arising out of or relating to this Customer Agreement will be brought in the District Court of the Middle District of Florida or the applicable state court located in Hillsborough County, Florida, and each party hereto consents to the exclusive personal jurisdiction of such courts and agrees not to bring any action or proceeding arising out of or relating to this Customer Agreement hereunder in any other court.
  12. Definitions

Unless defined elsewhere in this document, capitalised terms have the following meanings:

  • Account Details means the details of the e-commerce Partner’s Account accepted by Citrus under clause 4, as amended from time to time.
  • Advertiser means an advertiser contracted to use the System and the Services pursuant to an Advertiser Agreement.
  • Advertiser Agreement means the form of Citrus’s advertiser agreement from time to time available on the Website.
  • Application means an application from e-commerce Partner to Citrus to become an e-commerce Partner, whether submitted to Citrus through the Website or by any other means.
  • Commission means, for any period of time, the share of Revenue received by Citrus during that period to be paid to Customer as set out in the Account Details.
  • Customer Agreement means the form of Citrus’s customer agreement from time to time available on the Website.
  • Discount Amount means the discount amount offered by an Advertiser through the System in connection with a concluded sale of a product from a Site and, in the case of a free sample, means the recommended retail price offered on the Site.
  • Documentation means the resources and documentation that Citrus makes available to e-commerce Partner through the current versions of Citrus’ support pages, API documentation, and other pages on the Website.
  • e-commerce Partner means the e-commerce Partner under this e-commerce Partner Agreement as detailed in an Application.
  • e-commerce Partner Agreementmeans this e-commerce Partner Agreement and any other documents incorporated herein by reference.
  • Intellectual Property Rights mean any and all present and future intellectual and industrial property rights and includes, without limitation, any registered or unregistered forms of copyright (and rights allied to copyright and any reversions and extensions of copyright), designs, patents, trademarks, service marks, domain names, good will and any commercial information (including know how and confidential information), any application or right to apply for registration of any of these rights, any rights protected or recognized under any laws throughout the world related to the above or any similar laws, and anything copied or derived from such property or rights.
  • Portal means the portal to the Website established by Citrus for e-commerce Partner under clause 5.
  • Reporting Tool means the software required to report clicks and impressions in relation to Ads served via the System, from time to time.
  • Revenue means the total amount of revenue actually received by Citrus from Advertisers (excluding GST and taxes) pursuant to Advertiser Agreements in connection with the display of Ads on Managed Customers’ Sites less applicable transaction fees and/or disbursements incurred by third party payment providers.
  • Service Description means the description of the System and the Services as set out in the Documentation from time to time.
  • Services means providing access to the System together with associated support services, as further described in the Service Description.
  • Website means Citrus’ website at www.citrusad.com, or such other website or websites notified by Citrus to Customer from time to time.