Terms of Service
1.2 By submitting your application to Lurora and / or your continued use of the Service you are confirming that either:
If you are unable to provide one of the above confirmations, you must not submit the application, or otherwise use or access the Services.
2.1 In these Terms of Service, the following expressions have the following meanings:
|“Advertiser”||an entity purchasing advertising or marketing services from Lurora directly or through an agent.|
|“Affiliate Network”||an entity providing an affiliate marketing service on behalf of multiple Merchants.|
|“Article”||means an individual item of Content that Lurora provides to the Publisher.|
|“Audiences”||means the Optional Tool where Publishers earn revenues and gain insights from the use of Audience Segments.|
|“Audience Segments”||groups of anonymous user identifiers based on pre-defined characteristics such as demographics, product, brand, and retailer affinities, device usage and interactions with content. They are derived from Usage Data, and used as part of Audiences for online targeting, customization, optimization and reporting purposes.|
|“Chargeback”||as defined in clause 9|
|“Content”||means the proprietary content (which may, at Lurora’ discretion, comprise text, images, audio, video and/or other material) that Lurora makes available to the Publisher pursuant to an Agreement.|
|“Content Tools”||means Our Core Tools when used on Content.|
|“Core Tools”||means Lurora standard affiliation technologies which Publishers can use to affiliate Merchant links, through Affiliate Networks, with the purpose of earning Publisher Revenue and obtaining insights via the Publisher Hub.|
|“Merchant”||a supplier of goods and/or services which is included in the list of Merchants on the Publisher Hub at the time of the relevant Sale.|
|“Monetisation partners”||Partners of Lurora offering monetisation methods outside of Affiliate Networks.|
|“Optional Tools”||Means all other tools available to the Publisher, as listed in the pricing table.|
|“Program Policies”||a group of policies which set limits on the use of the Service, and can be accessed here.|
|“Publisher”||a person or other entity who is entitled to access and use the Service under the terms of an Agreement.|
|“Publisher Hub”||Lurora’ proprietary, login-protected web portal that may be accessed by Publishers at https://lurora.com/affiliate-portal/ to access and configure Tools, view performance and billing reports, and search for participating Merchants.|
|“Publisher Revenue”||the Publisher’s share of the Total Revenue, as determined in accordance with clause 6.|
|“Sale”||following a referral of a User from the Publisher’s website to a Merchant’s website, a supply of goods and/or services by such Merchant to such User during the cookie life-time (as prescribed by such Merchant).|
|“Service”||means access to and use of (i) the Publisher Hub, and (ii) the Tools.|
|“Tools”||means the Core Tools and the Optional Tools or, as the context requires, some of them.|
|“Total Revenue”||a payment made by a Merchant, Affiliate Network, Advertiser or Monetisation Partner to Lurora.|
|“Usage Data”||information collected or created by the use of the Service.|
|“User”||a user of the Publisher’s website(s) that is referred to a Merchant via the Service and/or interacts with the Merchant by purchasing goods and/or services or providing the Merchants with some other benefit (including, but not limited to, registering with the Merchant’s website or subscribing to a newsletter).|
3. The Service
3.1 Lurora may approve or reject an application to register for the Service at its entire discretion. If Lurora decides to reject an application, it is not obliged to provide the Publisher with its reasons for doing so. If Lurora approves an application, it will notify the Publisher by email, and the Publisher will then be able to access and use the Service.
3.2 The Publisher acknowledges and agrees that its registration for the Service is specific to the website or websites set out in the Publisher’s application, and that it may not use the Service in relation to any website other than those for which it has Lurora’ prior permission.
3.3 If the Publisher wishes to use the Service in relation to any additional or alternative website(s) then the Publisher may request (via the Publisher Hub) that such website(s) are added to its registration (an “Additional Domain Request”). Lurora may approve or reject each Additional Domain Request at its entire discretion. If Lurora decides to reject an Additional Domain Request, it is not obliged to provide the Publisher with its reasons for doing so. If Lurora approves an Additional Domain Request, it will notify the Publisher by email, and the Publisher will then be able to access and use the Service in relation to such additional or alternative website(s).
4.1 The Publisher acknowledges and agrees that:
4.1.1 Lurora may from time to time, and with immediate effect, integrate or exclude any Merchants into the Service. The Service will affiliate any existing, unaffiliated Merchant links (added by the Publisher or in user-generated content) found on the Publisher’s website(s), unless the Publisher uses the Network Override or excludes a link from the Service or from its own website;
4.1.2 Merchants may from time to time, and with immediate effect, vary commission rates and the way in which Total Revenue is calculated;
4.1.4 changes pursuant to clauses 4.1.1, 4.1.2 or 4.1.3 will only be notified to the Publisher by way of updates to the Publisher Hub when possible, and it is the Publisher’s responsibility to check the Publisher Hub to ensure that the Publisher is up to date with such changes; and
4.1.5 a Merchant may at any time send Lurora a notice requesting that the Publisher remove links or references to the Merchant’s brands, products, or trademarks. Lurora will communicate this notice to the Publisher, and the Publisher agrees to remove such links or references as soon as reasonably practicable (and in any event within five (5) working days of receiving the notice from Lurora).
5. Use of Core Tools, Optional Tools and Content
5.1 In order to use the Optional Tools, the Publisher:
5.1.1 must be registered and approved for the Service pursuant to clause 3, and have the Core Tools activated on a website that has been approved by Lurora and with which it intends to use the Optional Tools;
5.1.2 must, in the case of the APIs, use the unique API key granted to Publishers who use these APIs;
5.1.3 must not sell, transfer, sublicense or otherwise disclose its login or API key;
5.1.4 must not exceed the limits set by the Program Policies. The number and size of API requests made to the APIs is expected to reflect the revenue generated via the Service. Notwithstanding the foregoing, if Lurora considers that the Publisher’s use of the Tools is excessive or fraudulent, or bypasses (or attempts to bypass) monetization with the Service, then such use will constitute a breach of this Agreement for the purposes of clause 11.1.
5.2 In order to use any Tools, the Publisher:
5.2.1 acknowledges that use of any other, third party affiliate marketing link affiliatization service directly alongside the Service may interfere with the correct operation of the Service, including the calculation of Total Revenues;
5.2.2 must comply with Lurora’ Program Policies (as amended by Lurora from time to time), the current version of which may be accessed here.
5.3 The use of Audiences is subject to the following additional terms; the Publisher:
5.3.1 will receive remuneration as set out in Clause 6.
5.3.2 can opt-out of the Audiences product at any time via the Publisher Hub.
5.4 With respect to Content:
5.4.1 the licence granted to the Publisher to use the Content is limited to, and the Publisher shall use the Content solely as content for, Publisher Sites on which the Publisher is concurrently using the Content Tools (“Permitted Purpose”);
5.4.2 the Publisher may edit, adapt, translate and otherwise modify an Article, provided that any such edited, adapted, translated or otherwise modified Article:
188.8.131.52 is only used for the Permitted Purpose; and
184.108.40.206 does not contain any copyright notice, author’s byline or other reference to Lurora or the original author;
220.127.116.11 if the Publisher fails to comply, or if Lurora has reasonable grounds to believe that the Publisher has failed to comply, with clause 18.104.22.168 or clause 22.214.171.124, the Publisher shall remove the Content from the Publisher Sites (and, if applicable, from any other website, mobile site or mobile app on which the Content has been posted) as soon as practical and in any event within 24 hours following Lurora ’ instruction for the Publisher to do so; and
126.96.36.199 Lurora will use reasonable endeavours to ensure that the Content (in the form originally provided to the Publisher) is kept up to date.
5.5 Lurora shall make the Content available to the Publisher on a free of charge basis.
6.1 The Publisher shall be entitled to the following of the Total Revenue (less any Chargebacks) as follows:
6.1.1 Snowflinga, $25 per sale;
6.2 The calculation of Total Revenue for Tools (except for Audiences) shall be performed by the relevant Merchant, Affiliate Network or Monetisation Partner, and communicated to Lurora. The Publisher acknowledges that:
6.2.1 different Merchants use different Total Revenue structures, which may include (without limitation) using fixed amounts per Sale or referral, percentage based methods, or “cost per click”;
6.2.2 Merchants may refuse to pay Total Revenue on a number of grounds (including, without limitation, as a result of fraud, search keyword bidding, and tracking errors), and that the Publisher has no right to appeal or otherwise challenge a Merchant’s decision to refuse to pay Total Revenue;
6.2.3 a sale of goods and/or services by a Merchant may follow two or more referrals from a User across different marketing channels and the Merchant may not pay a Total Revenue to Lurora if a referral using a different marketing channel was made more recently than the Publisher’s referral; and
6.2.4 Lurora in its sole discretion shall aim to maximise the Total Revenue by routing to the Affiliate Network or Monetisation Partner offering the best commercial return.
6.3 The calculation of Total Revenue and Publisher Revenue for Audiences shall be performed by Lurora. The Publisher acknowledges that:
6.3.1 Total Revenue shall be calculated based on payments collected from Advertisers, less deductions for fees and charges levied by third parties (including but not limited to Data Management Platforms and audience syndication platforms); and
6.3.2 Publisher Revenue is calculated using a distribution algorithm which assigns revenue based on the relative contribution to the Audience Segments used by Advertisers. The share defined in 6.1 shall then apply.
6.4 Lurora shall collect, calculate, and aggregate the Publisher Revenue for all Tools, and display in reports accessible via the Publisher Hub.
7. Payment Terms
7.1 Lurora will pay the Publisher the Publisher Revenue for a given month, minus any Chargebacks made in accordance with clause 9 and any pending payments from Merchants, Affiliate Networks and/or Monetisation Partners:
7.1.1 in the case of all Tools (except Audiences), no later than 92 days after the end of that month; or within 30 days of receiving payment from the Merchants, Affiliate Networks and/or Monetisation Partners.
7.1.2 in the case of Audiences, no later than the end of the month following the month in which Lurora receives payment from the Advertiser.
7.2 If the amount of the Publisher Revenue is less than $65 / £50 / €55 (excluding any VAT element if appropriate) in any month (the “Minimum Threshold”), any such amount will be carried over and paid when the cumulative amount due for payment to the Publisher exceeds the Minimum Threshold.
7.3 Payments will be made in accordance with the payment method selected by the Publisher in the Publisher Hub. While Lurora is responsible for the cost of making payments, the Publisher is solely responsible for any fees charged by the Publisher’s bank or other provider for receiving funds.
8.1 The use of the Service by the Publisher constitutes a taxable supply for United Kingdom Value Added Tax (VAT) purposes. If the Publisher is registered for VAT, payments due to the Publisher are therefore subject to VAT at the then current rate.
8.2 Lurora shall:
8.2.1 issue self-billed invoices for use of the Service by the Publisher throughout the term of the Agreement,
8.2.2 ensure that each self-billed invoice shows the Publisher’s name, address and VAT registration number, together with all other details which constitute a full VAT invoice;
8.2.3 make a new self-billing agreement if its VAT registration number changes; and
8.2.4 inform the Publisher if the issuing of self-billed invoices will be outsourced to a third party.
8.3 The Publisher shall:
8.3.1 accept invoices issued by Lurora on the Publisher’s behalf throughout the term of the Agreement;
8.3.2 not raise any sales invoices for the supplies covered by the Agreement;
8.3.3 account to HMRC for the VAT element of each payment received from Lurora; and
8.3.4 notify Lurora immediately if the Publisher:
– changes its VAT registration number; or
– ceases to be VAT registered, or
– transfers its business, or part of its business.
8.4 Lurora will ensure that each invoice is accessible online and, if the Publisher has provided an accounts payable email address in the Publisher Hub, Lurora will email a copy of the invoice to the Publisher.
8.5 The Publisher acknowledges and agrees that it is solely responsible for ensuring that its bank account details and all other necessary payment information on the portal (“Payment Details”) are correct and up to date at all times, and that Lurora is not required either to verify the Payment Details or to notify the Publisher if it discovers that the Payment Details are incorrect.
8.6 If Lurora is unable to pay an invoice of the Publisher as a result of the Payment Details being out of date or otherwise incorrect, then the Publisher shall be entitled to notify Lurora of the correct Payment Details and request payment of such invoice during the period ending on the last day of the calendar year in which the invoice was issued or, if earlier, the last day of the six month-period following the date of the invoice (“Claim Period”). If the Publisher has not notified Lurora of the correct Payment Details and requested payment within the Claim Period then the Publisher hereby unconditionally and irrevocably waives its right to payment of the relevant invoice.
9.1 A Merchant may require Lurora (either directly, via an Affiliate Network or Monetisation Partner) to reverse the Total Revenue paid in respect of a Sale (a “Chargeback”) in certain circumstances, including (but not limited) to the following:
- the Sale was not a bona fide transaction
- the relevant goods sold are returned by the User
- it is discovered that the transaction was fraudulent.
9.2 In the event of a Chargeback, the Publisher’s sales figure available on the Publisher Hub will be reduced accordingly. The Publisher acknowledges and accepts that information regarding individual Chargebacks is not available, whether on the Publisher Hub or otherwise, and that a Publisher has no right to appeal or otherwise challenge a Chargeback.
9.3 The Publisher acknowledges and agrees that Total Revenue remains subject to Chargebacks, and is therefore conditional, even after it has been paid to Lurora or the Publisher.
10. Service Availability
10.1 Lurora will use its reasonable endeavours to ensure that the Service works on the Publisher’s website(s), but gives no warranty that the Service will achieve any minimum availability or response targets.
10.2 The Publisher agrees to notify Lurora promptly of any Service availability or performance issues via e-mail or the Publisher Hub. Lurora will use reasonable endeavours to correct any reported issues as soon as reasonably practicable.
11. Service Suspension
11.1 If Lurora has reasonable grounds to believe that the Publisher is not using the Service in accordance with the terms of the Agreement and/or in breach of the Program Policies, Lurora may:
11.1.1 request the Publisher either to remedy the breach or other default within such time scale as Lurora may reasonably require; or
11.1.2 if Lurora in its discretion considers that the breach or other default is sufficiently serious, or if the Publisher has failed to respond to Lurora request under clause 11.1.1 to Lurora’ reasonable satisfaction, suspend the Publisher’s access to the Service, in whole or in part, with immediate effect and without any obligation to provide prior notice (a “Service Suspension”).
11.2 As soon as reasonably practicable following a Service Suspension, Lurora will notify the Publisher of the reason(s) for the Service Suspension and, where applicable, confirm the steps that the Publisher is required to take in order for Lurora to reinstate the Publisher’s access to the Service.
11.3 Lurora will reinstate the Publisher’s access to the Service as soon as reasonably practicable after it has:
11.3.1 received written confirmation from the Publisher that the breach or other default giving rise to the Service Suspension has been remedied or rectified; and
11.3.2 where applicable, Lurora has carried out tests or otherwise satisfied that such breach or other default has in fact been remedied or rectified.
12. Term and Termination of the Agreement
12.1 The Agreement will commence when Lurora notifies the Publisher in accordance with these Terms of Service that the Publisher’s application has been accepted and, unless terminated earlier in accordance with clause 12.2, will continue until either party gives the other party written notice of termination at any time via email. Notices to Lurora should be sent to [email protected] Notices to the Publisher will be sent to the email address provided by the Publisher in the Publisher Hub.
12.2 Either party may terminate the Agreement with immediate effect if:
12.2.1 the other party becomes bankrupt, insolvent or unable to pay its debts in accordance with Section 123 of the Insolvency Act 1986; or
12.2.2 the other party is in breach of any material term of the Agreement and, in the case of a breach capable of remedy, has failed to remedy such breach within three (3) days of having been notified in writing of such breach.
12.3 On termination of the Agreement:
12.3.1 the Publisher will immediately cease use of the Service, remove all instances of the Lurora from the Publisher’s website(s), and promptly return to Lurora, or at Lurora’ written request, destroy, any and all of its intellectual property rights, information and/or materials in the Publisher’s possession; and
12.3.2 except where (i) the Agreement is terminated by Lurora under clause 12.2 (in which case the Publisher forfeits all rights to receive any further payments) or (ii) the Publisher Revenue accrued (less any Chargebacks) is less than the Minimum Threshold, Lurora shall pay the Publisher the Publisher Revenue accrued (less any Chargebacks and pending payments from Merchants, Advertisers, Affiliate Networks and/or Monetisation Partners) not later than the date falling three (3) months after the date of termination.
13.1 All intellectual property rights subsisting in, relating to or arising out of the Service (or any part thereof) shall at all times be owned by and vest in Lurora , including all developments or enhancements to the Service (or any part thereof). Subject to clause 13.2, the Publisher agrees that the Agreement does not transfer or grant any right, title or interest in Lurora ’ intellectual property rights in the Service (or any part thereof) to the Publisher.
13.2 Lurora grants to the Publisher a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide, licence to use the Service during the term of the Agreement.
13.3 The Publisher shall not be entitled to use the Service in any other way other than as set out in the Agreement. Any attempt to interfere with the operation of the Service (or any part thereof) will constitute a breach of the Agreement.
13.4 Subject to Audiences revenue distribution and usage terms as described in clause 6 and 5.3 respectively, the Publisher grants to Lurora a worldwide, non-exclusive right and licence to:
13.4.1 collect, use, and disclose any image, video or text created using or displaying the Lurora products.
The Publisher may not assign or otherwise transfer its rights and/or obligations under the Agreement, whether in whole or in part.
15.1 Any notice under the Agreement shall be in writing and shall be made either via e-mail or certified mail to the other party’s registered office address. Notices sent by e-mail will be deemed effective 24 hours from the time of sending and notices sent by mail will be deemed effective 48 hours after posting.
15.2 Lurora may disclose its relationship with the Publisher in its marketing material (including its website(s)) and in its operational relationship with Affiliate Networks, Merchants and Monetisation Partners, including using for such purposes the Publisher’s name and trademarks.
15.3 The Publisher agrees that Lurora may use the Publisher’s contact details (including its email and registered address) to notify it about its account with Lurora, any issues relating to, and updates to, the Service, and any modifications to the terms of the Agreement.
Lurora may modify all or any part of this Agreement, at any time and at its sole discretion, effective immediately upon notice published on the Lurora Publisher Interface. Continued participation in the Service after receiving notice of such modification will constitute the Publisher’s unconditional acceptance of the modification to this Agreement.
The Publisher shall indemnify, defend and hold harmless Lurora against all losses, liabilities, damages and costs (including legal expenses) sustained, incurred or suffered by Lurora as a result of any claim, action or proceeding that: (i) the Publisher’s websites infringe the intellectual property rights of any third party; (ii) the Publisher is in breach of its obligations under the terms of the Agreement; or (iii) any third party claims arising from the Publisher’s use of the Service otherwise than in accordance with the terms of the Agreement.
18.1 Except as expressly and specifically provided in the Agreement, all warranties, conditions, representations and other terms of any kind, whether express or implied, are, to the fullest extent permitted by law, excluded from the Agreement. In particular (but without prejudice to the generality of the foregoing), Lurora makes no express or implied warranties or representations with respect to the operation or availability of the Service, or to the optimization of Total Revenue from its routing strategy. Lurora will not be liable for the consequences of any interruptions to or errors in the Service.
18.2 Lurora shall not be liable for: loss of profits; loss of business; depletion of goodwill or similar losses; loss of anticipated savings; or loss of goods; or loss of use; or loss or corruption of data or information; or any special, indirect, consequential or pure economic loss (whether or not falling in any of the foregoing categories), costs, damages, charges or expenses.
18.3 Subject to clauses 18.1 and 18.2, Lurora’ total aggregate liability under or in connection with the Agreement, whether for breach of contract, tort (including negligence), misrepresentation or otherwise, shall be limited to an amount equal to Lurora’ share of Total Revenue during the year preceding the date on which the claim arose.
18.4 Nothing in the Agreement excludes the liability of either party for any other liability which cannot be excluded under applicable law, including fraud, fraudulent misrepresentation, or death or personal injury caused by either party’s negligence.
19. Force Majeure
Neither party shall be liable to the other by reason of any event arising which is beyond the reasonable control of the affected party (including any industrial action (save in respect of affected party’s employees or suppliers), governmental regulations, fire, flood, disaster, civil riot or war).
20. Entire Agreement
The Agreement constitutes the whole agreement between the parties relating to its subject matter and supersedes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter save that this clause 20 shall not exclude liability for any fraud or fraudulent misrepresentation of a party.
21. Governing Law and Jurisdiction
The Agreement shall be governed by, and construed in accordance with, the laws of Western Australia. In relation to any legal action or proceedings to enforce the Agreement or arising out of or in connection with the Agreement each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of Western Australia.