This agreement ("Agreement") governs the access and use of the websites owned and operated by Rook Media AG, a Swiss corporation ("Rook," "we," "our," "us"), and the use of any of the services ("Services" or "Service") available through or under the domain, sub-domains, and affiliated domains of RookMedia.net ("Site"). By participating in or using our Services, you are agreeing to be bound by these Terms of Service ("Terms of Service"). If you do not agree to bound by these terms of service, then do not use or access our Site.
Usage of our Site and/or Services is restricted to those who: (a) are over the age of 18, (b) reside, have a business entity, or access the Site in a country where the use of our Site and/or Services is not prohibited by law, (c) have the capacity to enter into legal agreements, and (d) do not own or have an employment or work-for-hire relationship with a competitor of Rook. If you are using our Site and/or Services on behalf of another party or business entity, then you represent that you have the legal authority to bind that party or business entity to this Agreement. You understand and warrant that you will not use the Site and/or Services to violate any law, rule, regulation, policy, agreement, intellectual property, or privacy rights of any third party. We reserve the right to deny your access to our Site and/or Services at any time. After your application has been provisionally approved by Rook, you will be provided with a username, password, and domain forwarding directions. You are responsible for maintaining the confidentiality of your login information and for restricting access to your computer. You agree and understand that you will be liable for all activities taken when you or any party accesses or uses the Site and/or Services using your username and/or password. All accounts are opened on a provisional basis until approved by Rook's quality assurance team in Switzerland. Upon review of information you provide upon registering, as well as the quality of earnings from your domains, which usually takes one payment cycle to complete, your account will, if approved, be removed from provisional status. If not so approved, the account will be closed by Rook's quality assurance team in Switzerland.
2.1. Description of Services
Rook's domain monetization program ("Program") allows you to park your undeveloped domain names and generate revenue via approved traffic. To use our Service, you must first enter your domains into your account and then direct them to us either via a URL, Name Server, or IP Address provided to you by Rook. The guidelines on the accepted use of our Program are described below. By directing your domains to our Program, you understand that you are solely responsible for any content displayed on your domain and you accept these Terms of Service.
2.2 Your Obligations
You are solely responsible for verifying that your use of our Program does not violate the rights of any third parties including, but not limited to, intellectual property rights, trademark rights, and naming rights. If you do receive a valid notice of infringement from a third party regarding the use of our Site, Services, or Program, you are required to cease the use of our Program for the domain(s) in question until the dispute has been resolved. Failure to properly add domains to your account or use your unique identifier when sending your traffic to the Program may result in no revenue being collected on those domains. You are solely responsible for any fees incurred by directing or forwarding your domains or traffic to us.
2.3 Program Terms and Conditions
All of the terms and conditions set forth below must be adhered to and are legally binding upon acceptance of this Agreement as evidenced by your use of the Site and Program. Rook can change the terms and conditions of the Program at any time and without advance notice. Sections 2.3.1-2.3.3 contain a non-exhaustive list of actions that are prohibited when using our Program ("Prohibited Actions"). PLEASE MAKE SURE TO READ AND FOLLOW OUR PROGRAM'S TERMS AND CONDITIONS. COMMITTING ANY OF THE PROHIBITED ACTIONS MAY RESULT IN THE TERMINATION OF YOUR ACCOUNT AND THE FORFEITURE OF ANY ACCUMULATED REVENUE WITHOUT ANY PRIOR NOTICE.
2.3.1. Traffic Promotion and Generation
As a rule, Rook only allows traffic that originates either from real persons directly typing a domain into their browser (direct navigation) or from existing search engine results (expired traffic). Traffic coming to domains participating in the Program cannot be artificially generated. If your traffic originates from any sources other than those mentioned above, it must first be approved by Rook in writing. Methods by which traffic cannot be generated include, but are not limited to:
The use of any prohibited traffic generation methods will result in the immediate termination of your account by Rook's quality assurance team in Switzerland and the forfeiture of any accumulated revenue.
2.3.2. Other General Restrictions
2.3.3. Acceptable Domain Content
In addition to the above guidelines, domains participating in our Program may not include any of the following content:
2.3.4. Invalid Clicks and Revenue Clawback
While Rook wishes to maintain a fair, transparent platform, we have no tolerance for fraudulent traffic and clicks ("Invalid Clicks"). Revenue derived through the committing any of the aforementioned Prohibited Actions will be deemed the result of Invalid Clicks. If Rook believes there have been any Invalid Clicks on your domains, we reserve the right withhold any revenue which may have resulted from these Invalid Clicks for a period of no less than 6 months in order to investigate. If we do deem that Invalid Clicks are present, we reserve the right to permanently withhold this revenue. Rook has relationships with several third party advertising partners. Some of these partners have reserved the right to determine in their sole discretion whether revenue that has been earned is a result of Invalid Clicks, and either withhold that revenue if not yet paid out to Rook or deduct that revenue from Rook's pending payments. Revenue from up to 120 days in the past may be withheld. You agree that the decision as to whether there have been Invalid Clicks shall be solely decided by Rook and/or its advertising partners and that Rook may deduct withheld revenue from any of your pending payments, whether you are a current user of the Program or not.
2.3.5. Terms of Payment
Rook will pay you as per Rook's revenue tracking system, minus any adjustments/amendments made as a result of quality and/or compliance audits. You agree that Rook's revenue tracking system is the sole calculator of revenue payable to you pursuant to the Program.
You may elect to be paid via wire transfer or Paypal. Payments are issued on a Net-40 day basis. Rook reserves the right to withhold any payments due to you and/or seek a refund of monies already paid to you as a result of any non-compliance with the terms of this Agreement.
The minimum payment amount is $200 for wire transfers and $50 for payments via Paypal. You are solely responsible for all wire transfer fees. If you have not yet reached the payout threshold for your selected payment method, your unissued earnings will accumulate in your account until the payment cycle in which you surpass the minimum payout threshold.
Rook will not withhold taxes from any payments it makes to you. It is your sole responsibility to pay all local, state, federal, foreign, sales, use, and value-added taxes on income received from Rook. You agree to indemnify and reimburse Rook on account of any claim or assessment of taxes by any taxing authority and any other costs and damages arising from or in connection with the use of our Program.
You must submit any dispute regarding any payment made by Rook hereunder, or any calculation related thereto, within fifteen (15) days of the date of such payment. Failure to do so will constitute acceptance of and agreement with calculation of the payment.
2.3.6. Quality Assurance
You acknowledge and agree that all traffic on your domains will be subject to review by Rook's proprietary and confidential traffic quality process and its quality assurance team in Switzerland. If Rook is unable to collect revenues or believes it may not be able to collect revenues from its advertising partners for traffic on your domains for any reason, or if you breach these Terms of Service, or if there are quality problems with the traffic, then any commissions that otherwise would have been payable to you hereunder shall be reduced or eliminated accordingly. If Rook has already paid you commissions on traffic which is later deemed to be of insufficient quality, or if Rook's advertising partners refuse to pay Rook for such traffic, then Rook will, at its discretion, either deduct such amounts from any future commissions that otherwise would have been payable to you, or require you to immediately reimburse Rook for any such commission payments. Further, you agree that Rook may withhold payments for traffic (i) while it is being reviewed per the traffic quality process or (ii) if Rook reasonably believes that it will not receive payment for such traffic from its upstream advertising partners.
2.3.7. Representatives and Agents
If you desire to have a representative or agent manage and control your account with Rook, either individually or aggregated with other accounts managed by such representative or agent, your use of such representative or agent shall be subject to the following terms: (i) such representative or agent must agree to be bound by these Terms of Service and otherwise must be in good standing with Rook, as detailed below, (ii) you shall be deemed to have authorized such representative or agent to take any and all actions with respect to your account and participation of your domain names in the Program, including without limitation, being the authorized contact for all communications to and from Rook and being authorized to make any and all changes with respect to your account with Rook, and Rook shall be fully entitled to rely on, and shall have no liability to you with respect to, any and all requests, decisions, actions and/or omissions of such representative or agent with respect to your account and/or domain names, and (iii) your commission payments and your account with Rook may be suspended, cancelled or terminated if such representative or agent violates these Terms of Service with respect to any account or domain name participating in the Program which is under its control, even if such breach is unrelated to your account.
You will be liable for any actions taken by your agents and representatives with regard to your account.
If you desire to remove a representative or agent from your account, you must do so by delivering written notice to Rook specifically revoking the authority of such representative or agent from your account, such revocation not to be effective until you receive written confirmation of receipt from Rook. You acknowledge and agree that in the event your representative or agent is removed as provided herein, Rook may change any and all terms applicable to your commissions, including the rate, payment thresholds and other payment terms to be consistent with other accounts, and that your account may be subject to cancellation if it does not meet minimum performance standards as an individual account.
In order for a representative to be in good standing and therefore be entitled to act on behalf of you, such representative must have their own account with Rook which is active and which contains domains that are owned by such representative and which domains utilize the Program.
Each representative or agent that manages and/or controls accounts or domain names participating in the Program for which they are not the owner agrees to be bound by these Terms of Service for all such accounts and domain names. Each such representative or agent acknowledges and agrees that (i) a violation of these Terms of Service with respect to any one account managed or controlled by it shall constitute a violation of these Terms of Service for all accounts managed or controlled by such representative or agent and may result in all of such accounts being suspended or terminated, (ii) in the event that Rook receives complaints or other communications from the owner of accounts or domain names managed by such representative or agent expressing their dissatisfaction with such representative or agent, Rook may, in its sole and absolute discretion, revoke such representative's or agent's status as a representative for accounts or domain names with Rook and Rook may work directly with such representative or agent's clients, and (iii) it shall treat all confidential information of a managed account confidential and that disclosure of such information to anyone other than Rook or the client shall constitute a violation of such client's privacy and may result in Rook revoking such representative or agent's status as a representative for accounts or domain names participating in the Program.
All of the terms and conditions contained in this Agreement must be adhered to and are legally binding immediately upon agreement and/or by using our Program. You represent and warrant that (i) you have full power and authority to agree to these Terms of Service, (ii) you own or have the right to use all necessary rights, including all intellectual property rights, to the domain names used in our Program, and (iii) you will not place in the Program any domain names which would violate any provision set in Sections 2.3.1-2.3.3 above. You will be liable for any and all damages suffered by Rook as a result of your submission of any such domain names to the Program. YOU TAKE SOLE RESPONSIBILITY FOR THE USE OF OUR SITE, SERVICES, AND/OR PROGRAM. ROOK AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, ADVISORS, INDEPENDENT CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS, ADVERTISERS AND AGENTS ("ROOK PARTIES") ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING ADVERTISERS). EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF THE ROOK PARTIES MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. ALL RISK ARISING OUT OF THE USE OR PERFORMANCE OF OUR PROGRAM REMAINS WITH YOU, THE USER OF OUR PROGRAM. THE SITE, SERVICES, AND PROGRAM IS PROVIDED ON AN "AS IS" BASIS AND THE ROOK PARTIES DISCLAIM ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THE SUCCESS OF THE PROGRAM, OR THE ERROR-FREE, DISRUPTION-FREE, TIMELY, OR SECURE NATURE OF THE PROGRAM. THE ROOK PARTIES DO NOT MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM OUR SITE. NO ADVICE, STATEMENTS, REPRESENTATIONS, OR INFORMATION PROVIDED TO YOU BY ANY ROOK PARTY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE ROOK PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PROGRAM, EVEN IF THE ROOK PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF ANY ROOK PARTY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). YOU AGREE TO INDEMNIFY AND HOLD THE ROOK PARTIES HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY A THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SITE, SERVICES, AND/OR PROGRAM, YOUR BREACH OF THIS AGREEMENT, OR YOUR VIOLATION OF ANY APPLICABLE LAW OR ANY RIGHTS OF A THIRD PARTY. YOU AGREE THAT ALL PROVISIONS IN THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
You may not copy, alter, transmit, or create derivative works from any content, database information, data and services available on, and collected as a whole through this Site. Rook shall own all rights, title and interest, including without limitation all intellectual property rights relating to the Site, Services, and Program including, but not limited to, all software, code, technology, content, database information, data, guidelines, and documentation and all modifications, improvements and derivatives thereto. The property of Rook, its affiliates, advertisers and licensors, are protected by copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws internationally. All rights not expressly granted herein are fully reserved by Rook, its affiliates, advertisers, and licensors.
You shall not, and shall not allow any third party to: (i) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any intellectual property in any way related to the Program; (ii) remove any copyright, patent, trademark or other proprietary rights notices affixed to or provided as a part of the Program, or any technology, software, materials or documentation related to the Program; (iii) crawl, index or in any non-transitory manner store or cache information obtained from the Program; (iv) transfer, sell, lease, lend, disclose, or use for co-branding, timesharing, service bureau or other unauthorized purposes any aspect of the Program or access thereto; (v) directly or indirectly access, launch and/or activate the Program through or from any software application or means other than the Site; or (vi) engage in any action or practice that reflects poorly on the Program, Rook or its vendors, or otherwise disparages or devalues their reputation or goodwill.
Rook is committed to respecting others' intellectual property rights, and we ask our users to do the same. Rook may, in its sole discretion, terminate the accounts or access rights of users who violate others' intellectual property rights. If you believe that your work has been copied in a way that constitutes copyright infringement on our Site, please deliver the following information to Rook's Copyright Agent:
Rook's Copyright Agent for notice of claims of copyright infringement on our Site can be reached as follows:
Rook Media AG, Attn: Legal
8808 Pfäffikon SZ, Switzerland
A copy of the notice and supporting materials should also be submitted electronically to legal@RookMedia.net.
Due to the vast number of domains from a wide range of countries participating in our Program, it is impossible for us to monitor and verify every domain proactively for intellectual property compliance and we are not in the position to arbitrate intellectual property disputes between domain name owners and potential trademark holders. Our Terms of Service state that domain owners or their representatives have sole responsibility for ensuring their use of our Program does not infringe on any third party rights. It is the intellectual property owner's responsibility to monitor their rights and to file a complaint directly with the domain owner if they believe these rights have been violated by someone using our Program. If you are a trademark owner or the legal representative of a trademark owner and you have a good faith belief that a domain using our Program infringes on your patent, copyright, trademark, or other intellectual property rights, please contact legal@RookMedia.net.
We reserve the right to amend this Agreement at any time and without advance notice. All changes to this Agreement will be effective as of 14 days ("Effective Date") from the date the changes are posted online, and you will be responsible for complying with these terms no later than the Effective Date. This Agreement may not be modified by you. Your continuing use of our Program following the Effective Date shall constitute your assent to the amended Agreement.
The failure of Rook to enforce or to exercise at any time or for any period of time any term of or any rights pursuant to this Agreement does not constitute, and shall not be constructed as, a waiver of such term or right and shall in no way affect Rook's rights to enforce or to exercise those terms or rights.
This Agreement shall in remain effect and you will continue to be bound by it indefinitely until this Agreement is properly terminated. Rook's quality assurance team in Switzerland may terminate this Agreement and bar your access to the Site, Services, and Program without cause and without notice at any time. You may also terminate this Agreement, provided that you are in good standing with Rook, and owe no outstanding balance or liabilities to Rook, and have not used our Site, Services and/or Program for more than 4 months. Upon termination of this Agreement, you will cease to have access to the Site and subsequently any data you had previously created, managed, or stored in or through our Site. We are also under no obligation to store and/or archive this data.
Rook Media AG is located in Pfäffikon, Switzerland. This Agreement is governed by the laws of Switzerland, without regard to its choice of law rules. You consent to the jurisdiction of, and venue in, courts located the Canton of Schwyz, Switzerland. You also hereby consent to the exclusive jurisdiction of, and venue in, such courts for any action commenced by you against Rook or its affiliates in any dispute arising out of or relating to our Site. The use of our Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph.
11.2. Relationship between RM and Partner
You agree that no joint venture, partnership, employment, work-for-hire, or agency relationship exists between you and Rook as a result of this Agreement or use of the Site and/or Services.
If any term or provision in this Agreement is determined to be invalid or unenforceable, (i) the remaining terms and provisions hereof shall be unimpaired and (ii) the invalid or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. Rook's performance of this Agreement is subject to existing laws and legal processes, and nothing contained in this Agreement is in derogation of Rook's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site.
If By Mail:
Rook Media AG Attn: QA Team
8808 Pfäffikon SZ, Switzerland
If By Email:info@RookMedia.net
Effective Date: October 20, 2014