2.1 The following definitions and rules of interpretation apply in this Agreement:
“Admin” means a single Authorised User with full access to, and control of, the
Advertiser Account and which is at all times authorised to act on behalf of the Advertiser and
bind the Advertiser;
“Advertiser” means a Person that has agreed with Wordseed to join the Network to
be marketed, and/or to have its Products marketed;
“Advertiser Account” means the respective account of the Advertiser on the Platform;
“Advertiser Materials” means any trademarks, advertising content, images, text, video,
data or other material provided by or on behalf of a Advertiser to Wordseed, or Publisher;
“Advertiser URLs” means any websites, apps or services to which the Publisher may link;
“Advertising Standards” means any applicable advertising laws, regulations or standards, data
laws relating to advertising any generally accepted self regulatory codes of practice, and any related guidance
or best practice advice;
“Application Form” means the registration form by which operators of websites, applications,
technologies or services apply to participate in the Network;
“Authorised User” means an individual permitted to view, or view and operate, the Advertiser
Account on behalf of the Advertiser, by its individual Authorised User Account, as set out in clause 3;
“Authorised User Account” means the account of an individual on the Wordseed Platform, permitted
to view, or view and operate, the Advertiser Account on behalf of the Advertiser, as set out in clause 3;
“Budget” means the amount of money the advertiser agrees to spend on the Wordseed Platform per
month;
“Business Day” means a day other than a Saturday, Sunday or national public holiday in England;
“Campaign” means an ongoing marketing program of an Advertiser on the Network, for the promotion
of the Advertiser and/or its Products in accordance with this Agreement;
“Campaign Terms” means any terms and conditions, including CPC rate or other requirements
applied by a Advertiser to the participation in its Campaign;
“Click” means the intentional and voluntary following of a Link by a Visitor as part of
marketing services as reported by the Click Records only;
“Confidential Information” means any information disclosed by or relating to a party, including:
information arising during the Term of this Agreement; information about a party’s business affairs; information
about a party’s operations, products or trade secrets; information about a party’s technology (including any
know-how and source code) and any derivatives of any part of any of them and which:
(i) is marked or identified as confidential; or
(ii) would be regarded as confidential by a reasonable business person;
“Content” means any marketing material including images, logos, products, promotions,
advertisements and other materials or information;
“CPC Rate” means a Commission earned per valid Click;
“Data Regulation” means any applicable data protection, privacy or similar laws that apply to
data processed in connection with this Agreement, including the GDPR or ePrivacy and for US citizens, FTC
Guidance, US state and federal legislation relating to data privacy and security;
“Effective Date” means the date of acceptance of the Application Form by Wordseed;
“ePrivacy” means the Privacy and Electronic Communications Directive 2002/58 (including any
replacing or superseding legislation);
“FTC Guidance” means the published cases and guidelines from the United States Federal Trade
Commission, including without limitation the guidance on substantiation of claims, privacy, data security,
native advertising and disclosure guidance for influencers and spokespeople;
“GDPR” means the EU General Data Protection Regulation 2016/679;
“Intellectual Property Rights” means all copyrights and related rights, patents rights to
inventions, utility models trademarks, service marks, trade, business and domain names, rights in trade dress or
get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in
computer software, database rights (including any 4 database rights in the Network), topography rights, moral
rights, rights in confidential information (including know- how and trade secrets) and any other intellectual
property rights, in each case whether registered or unregistered and including all applications for and renewals
or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the
world;
“Link” means a hyperlink from a Promotional Space to an Advertiser URL;
“Network” means the marketing network of Publishers and Advertisers operated by Wordseed to
facilitate marketing;
“Notice Period” means the time in between an email notification of an upcoming change, including
but not limited to CPC Rate updates, and the change coming into effect;
“Platform” means the software platform operated by Wordseed;
“Publisher” means a Person that has agreed with Wordseed to join the Network to market the
Products of Advertisers. They are the operator of a Publisher Service;
“Product” means a product, service or equivalent offered by an Advertiser on any Advertiser URL;
“Promotional Space” means any advertising inventory appearing on the Publisher Service, or means
of delivering Advertiser Materials enabled by the Publisher Service;
“Publisher Service” means a website, application, service or social media account operated by
the Publisher capable of marketing Advertisers and their respective Products;
“Suspension” means the suspension by Wordseed of the Advertiser’s participation in the Network
for a period of time, including the following:
(i) preventing the Advertiser from accessing the Platform;
(ii) ceasing to track Clicks;
(iii) removing any Advertiser Materials from the Publisher Service and “Suspend” shall be interpreted
accordingly;
“Term” means the term of this Agreement from the Effective Date until its termination in
accordance with clause 13 or 16.5;
“Visitor” means any Person who follows a Link.
2.2 In this Agreement:
2.2.1 any meanings given to terms in the Application Form shall apply to these Terms;
2.2.2 “include” or “including” is without limitation;
2.2.3 the singular will include reference to the plural and vice versa;
2.2.4 a “Person” includes an individual, company, partnership or unincorporated association;
2.2.5 “writing” and “written" includes emails.
2.3 If there is a conflict between the Application Form and the Terms, the Terms shall prevail.