Please read this Agreement carefully, as it sets out our and your legal rights and obligations in relation to our Site. 

This Agreement is divided into two parts: Part A contains the general terms relating to the use of our Site, while Part B contains the special terms which apply only to our Members.  By using our Site you agree to be bound by this Agreement; and if you register as a Member, we will ask you to specifically agree to its terms.

You should print a copy of this Agreement for future reference. We will not file a copy of this Agreement specifically in relation to you, and it may not be accessible on our Site in future. 

This Agreement is available in the English language only. 

1.  Definitions and interpretation

1.1 In this Agreement:

“Agreement” means this User Agreement together with our Privacy Policy;

“Advert” means a contextual advertisement which (if you are a Member) we may render accessible via Your Site in accordance with the terms of this Agreement;

“Commission” means a payment made to us by a third party in respect of which you may be entitled to Earnings in accordance with Clause 11.1;

“Earnings” means the amounts earned by a Member under Clause 11.1 of this Agreement;

“Force Majeure Event” means any event which is beyond our reasonable control  (including without limitation failures of or problems with the internet or a part of the internet, failures of our internet service provider, power failure, industrial disputes affecting any third party, governmental regulations, fires, floods, disasters, civil riots, terrorist attacks or wars);

“Intellectual Property Rights” means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application or right of application), including copyright, moral rights, performers’ rights, performers’ moral rights, know-how, confidential information, trade secrets, business names and domain names, trade marks, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off;

“Member” means a person who is has entered into Part B of this Agreement in accordance with Clause 9;

“Our Site” means the website at www.dodowords.com or any successor site operated by us from time to time; and

“Your Site” means a Member's website or websites through which the Adverts may be accessible;

1.2          References in this Agreement to “we” or “us” mean Willingham Limited trading as Dodowords.com.

2.   Licence

2.1     We or our licensors own the Intellectual Property Rights in Our Site and material on Our Site. 

2.2     You may view, download for caching purposes only, and print pages from Our Site for your own personal use, subject to the restrictions in Clauses 2.3 and 3 below. 

2.3     Save where you are expressly permitted to do so by this Agreement, you must not:

a.  republish material from this Site (including republication on another website);

b.  sell, rent or sub-license material on Our Site;

c. reproduce, duplicate, copy or otherwise exploit material on Our Site for a commercial purpose;

d.  edit or otherwise modify any material on Our Site; or

e. redistribute material from Our Site.

3.   Acceptable use

  You must not use Our Site:

a.  in any way that causes, or may cause, damage to Our Site or impairment of the availability or accessibility of Our Site;

b.  in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

c.  to copy, publish or send mass mailings or spam;

d.  to copy, publish or send material which: is defamatory, obscene, indecent, hateful, discriminatory or inflammatory; infringes any person’s Intellectual Property Rights or rights of confidence; impinges upon any person’s privacy; constitutes incitement to commit a crime; or is misleading, deceptive, sexually explicit, threatening, abusive, harassing or menacing; or

e.  to copy, publish or send material which is illegal or unlawful, or material which could give rise to legal action under English law or any other applicable law.

4.  Warranties and liability

4.1     Whilst we endeavour to ensure that the information on Our Site is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that Our Site remains available or that the material on Our Site is kept up-to-date.

4.2     Subject to the warranties granted to Members in Clause 14, we do not grant to you any warranties or make any representations relating to Our Site or your use of Our Site, and we exclude all such warranties and representations.

4.3     Our liability is limited and excluded to the maximum extent permitted under applicable law.  We will not be liable for any consequential, special or indirect loss or damage arising under this Agreement or in connection with Our Site, whether arising in tort, contract, or otherwise.  In addition, we will not be liable for any loss of profit, contracts, business, goodwill, data, income, revenue or anticipated savings arising under this Agreement or in connection with Our Site, whether direct or indirect, and whether arising in tort, contract, or otherwise.

4.4     In addition, to the extent that information and services on Our Site are provided free-of-charge, you acknowledge that it would be unreasonable to hold us liable in respect of that information and those services, and we exclude all liability in relation to that information and those services.

4.5   We shall not be liable for any loss or damage arising out of a Force Majeure Event.

4.6   If, notwithstanding the limitations of liability in this Agreement, we are found to be liable to you, our liability is limited in any 12 month period to the greater of:

a.   the total Earnings paid to you during that period; and

b. [£100 sterling.]

4.7  However, nothing in this Agreement shall exclude or limit our liability for fraud, for death or personal injury caused by our negligence, or for any other liability which cannot be excluded or limited under applicable law.

5.   Restricted access

5.1  Access to certain areas of Our Site is restricted to Members. 

5.2  We reserve the right to restrict access to other areas of Our Site, or indeed the whole Site, at our discretion.

6.  Third party websites

      Our Site includes links to other websites provided by third parties.  These links are not recommendations, and are provided for your information only.  We have no control over the contents of those websites, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

7.  Trade marks

7.1    DODOWORDS.COM and our logo are trade marks belonging to us.  We give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.

7.2     The other registered and unregistered trade marks or service marks on Our Site are the property of their respective owners. Unless stated otherwise, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.

8.  General

8.1     If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect, and such invalid or unenforceable provisions or portion thereof shall be deemed omitted.

8.2     No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or be construed as, a further or continuing waiver of that term, provision or condition or any other term, provision or condition of this Agreement.

8.3     This Agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person. The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement under this Agreement is not subject to the consent of any person who is not a party to this Agreement.

8.4     You may not assign, charge, sub-contract or otherwise transfer this Agreement, or any of your rights or obligations arising under this Agreement.   Any attempt by you to do so shall be null and void. We may assign, charge, sub-contract or otherwise transfer this Agreement, or any of our rights or obligations arising under this Agreement, at any time.

8.5     We may vary this Agreement from time-to-time by giving to you written notice of the variation.

8.6     Where a Force Majeure Event gives rise to a failure or delay in us performing our obligations under this Agreement, those obligations shall be suspended for the duration of the Force Majeure Event.

8.7     This Agreement constitutes the entire agreement between you and us in relation to your use of Our Site, and supersedes all previous agreements in respect of your use of Our Site.

8.8     This Agreement will be governed by and construed in accordance with English law, and any disputes relating to this notice shall be subject to the exclusive jurisdiction of the courts of England.

9.   Membership

9.1   In order to become a Member, you must complete the following steps:

a.   complete the registration form on Our Site;

b.    click on the activation link in the email that we will send to you; and

c.    choose the category in which you will advertise

9.2   If you make any error during the process of completing our registration form you should correct the error

9.3    You will become a Member, and the terms in this Part B will come into force [WHEN?].  Your Membership will continue indefinitely unless and until terminated in accordance with Clause 16.

10.    Adverts

10.1  After you have:

a.    become a Member;

b.    placed the Advert code (which we will supply) on Your Site;

   then (subject to the other terms of this Agreement) the Adverts will become available via Your Site.

10.2  If you become aware of any Advert which becomes accessible via an inappropriate keyword on Your Site, you must notify us without delay, and we will use reasonable efforts to resolve the problem.

10.3   We reserve the right to alter the content or operation of the services provided under this Agreement at any time in our absolute discretion, provided that we will notify you in writing of any material changes.

11.    Earnings

11.1   Subject to Clause 11.2 and the other terms of this Agreement, we will pay to you Earnings [For the purposes of this Clause, a “relevant transaction” is a purchase of goods and services made by a person using a computer which is verified by the seller as carrying a cookie indicating that that person accessed the website of the seller through an Advert on Your Site within the period of 30 days preceding the date of the purchase.]

11.2   If an advertiser:

a.     does not pay to us any Commission in relation to a transaction; or

b.     requests or demands the repayment of any Commission paid to us in relation to a transaction,

you will not be entitled to any Earnings in respect of that transaction, and you must repay to us any Earnings paid by us in respect of that transaction.

11.3    We will pay all Earnings due to you in respect of Commission earned during a calendar month on the 20th day of the following calendar month, providing your Earnings have met the minimum payment threshold of £50/$100.  If your Earnings have not met this minimum payment threshold, we will retain them until the following payment date (and we will continue to retain them until they exceed the minimum payment threshold).

11.4    We will pay your Earnings by cheque or using any other method we may decide (in our absolute discretion) from time to time.

11.5    We will be pay you interest on any overdue amount of Earnings at an annual rate equal to the base rate of HSBC Bank Plc from time to time.

11.6    We reserve the right to alter the provisions of this Agreement relating to Earnings   and our other processes and procedures relating to Earnings at any time in our absolute discretion, provided that we will notify you in writing of any material changes.

Payments are free of Vat

12.  Your Site

12.1  You must ensure that Your Site does not contain, consist of, or link to any material, web page or website which:

a.    violates any law, statute, ordinance or regulation;

b.    infringes any third party's Intellectual Property Rights,  or any other legal rights of any third party;

c.    is obscene, indecent, pornographic or “adult”; or

d.    contains or transmits any viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

12.2   We may take such action as we deem appropriate to deal with a Member's website which contravenes this Agreement, including suspending the Membership, restricting access to Our Site, or commencing legal proceedings.

12.3   If you become aware of any other Member's website which breaches the terms of this Agreement, you must notify us of that breach without delay.

13.   Passwords

13.1   You must not allow any other person to use your user ID and password, and you must ensure that that user ID and password are kept confidential.

13.2   You accept responsibility for all activities that occur under or in relation to your user ID and password.

13.3   We may disable your user ID and password if you breach this Agreement or any other contractual obligation you owe to us.

14.   Warranties and indemnity

14.1   You warrant to us that you have full authority, power and capacity to enter into this Agreement and that all necessary actions have been taken to enable you to lawfully enter into this Agreement.

14.2   We warrant to you that:

a.     we have full authority, power and capacity to enter into this Agreement and that all necessary actions have been taken to enable us to lawfully enter into this Agreement; and

b.    all services we provide to you under this Agreement will be provided with reasonable care and skill.

14.3   Without limitation, we do not warrant that:

a.    the Adverts will be available 100% of the time via Your Site;

b.     you will receive any particular level of (or any) Earnings; or

c.     you will receive Earnings in respect of every transaction fulfilling the criteria set out in Clause 11.1.

14.4   You will indemnify us and keep us indemnified against any loss, damage, expense, cost or liability incurred or suffered by us arising out of any breach by you of any term of this Agreement, or arising out of any claim that you have breached any term of this Agreement.

15.   Termination of Membership

15.1  You may terminate your Membership at any time by contacting support.  We may terminate your Membership at any time by giving to you written notice of termination.

15.2  We may terminate your Membership immediately without notice if:

a.    you commit any breach of this Agreement;

b.    you become bankrupt or insolvent, or there are reasonable grounds to believe that you are likely to become bankrupt or insolvent; or

c.    you (being an individual) die, become incapable of managing your own affairs by reason of mental or physical illness or incapacity, or become a patient under any mental health legislation.

16.  Consequences of termination of Membership

16.1   If your Membership is terminated under Clause 15.2, you will not be entitled to payment of any Earnings after such termination (including for the avoidance of doubt Earnings relating to transactions which preceded such termination).

16.2  Subject to Clause 16.1, termination of your Membership will not affect:

a.    the accrued rights and obligations of the parties at the date of termination; or

b.    the continued existence and validity of the rights and obligations of the parties under Clauses 14 and 16, and the continued application of Part A to any use of Our Site by you.

Version 1.0 12/10/2008