These Terms of Service (the "Terms") govern your access to and use of the website, dashboards, APIs, and services provided by Zenith Digital ("Zenith," "we," "us"). By accessing our services, you agree to these Terms. If you do not agree, do not use the services.
1. Acceptance of Terms
By using our services, submitting a form, or executing a separate insertion order or partner agreement that references these Terms, you agree to be bound by them. If you are using the services on behalf of an entity, you represent that you have authority to bind that entity.
2. Description of services
Zenith operates a performance media network offering:
- Monetization — placement and optimization of advertising units and search feeds on publisher inventory.
- Search arbitrage — acquisition of traffic and routing to authorized search partners, including Google, Microsoft Bing, and Yahoo.
- Lead generation — collection, qualification, and real-time delivery of intent-driven leads to advertiser buyers.
Specific commercial terms, pricing, rate cards, payout schedules, and service-level commitments may be set forth in a separate order form, insertion order, or partner agreement, which will control in the event of a conflict.
3. Eligibility and accounts
You must be at least 18 years old and capable of entering into a binding contract to use our services. You agree to provide accurate, complete, and current information, to keep your account credentials secure, and to be responsible for all activity under your account.
4. Publisher obligations
If you participate as a publisher, you represent and warrant that:
- You own or have all rights necessary to monetize the traffic you send to Zenith, including valid consent from end users where required by law.
- Your traffic is generated through legitimate means and complies with the policies of Google, Microsoft Bing, Yahoo, and any other applicable network partner.
- You will not engage in invalid traffic, click fraud, incentivized clicks, bot traffic, or artificial inflation of impressions, clicks, or conversions.
- Your properties comply with all applicable laws, including consumer-protection, advertising, privacy, and data-protection laws.
- You will maintain a clear and accurate privacy policy and obtain all consents required for cookies, tracking, and data processing.
5. Advertiser obligations
If you participate as an advertiser or lead buyer, you represent and warrant that:
- Your products, services, and creative materials are lawful and comply with applicable advertising and consumer-protection laws.
- You will use leads and data only as permitted by law and these Terms, and you will honor all opt-out and Do-Not-Call requirements.
- You hold all licenses, registrations, and permissions required to market in the verticals in which you operate.
- You will pay for qualified leads and performance outcomes in accordance with the applicable order form or insertion order.
6. Prohibited uses
You agree not to, and not to allow any third party to:
- Send traffic generated by malware, incentivized schemes, fake accounts, bots, or any mechanism designed to defraud ad networks or advertisers.
- Misrepresent yourself, your traffic sources, your creative, or the nature of a lead.
- Reverse engineer, resell, or sublicense our dashboards, APIs, or proprietary scoring systems without written consent.
- Circumvent or attempt to circumvent any security, rate-limiting, or authentication mechanism.
- Use our services in any way that violates applicable law, network partner policy, or third-party rights.
Zenith reserves the right to withhold payouts, reverse transactions, suspend accounts, or terminate relationships where invalid traffic, policy violations, or fraud are detected.
7. Fees and payments
Payout rates, revenue share, and payment schedules are defined in your order form or partner agreement. Unless otherwise stated: payouts are issued on net-30 terms following month-end close; amounts below the minimum threshold roll forward; and amounts under investigation for fraud or invalid traffic may be held pending review. Advertiser invoices are payable net-15 unless agreed otherwise. Taxes are your responsibility unless Zenith is legally required to collect them.
8. Intellectual property
Zenith retains all right, title, and interest in and to our website, dashboards, APIs, algorithms, documentation, and any derivative works ("Zenith IP"). Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Zenith IP solely for the purpose of participating in the network. You retain ownership of your own content, creative, and data, and grant Zenith a limited license to use it as needed to deliver the services.
9. Confidentiality
Each party agrees to protect the other's confidential information using reasonable care and to use it only for purposes of the relationship. Confidential information does not include information that is public, independently developed, or rightfully obtained from a third party without confidentiality obligations.
10. Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ZENITH DOES NOT WARRANT SPECIFIC EARNINGS, CONVERSION RATES, CPMs, CPCs, CPAs, OR ANY OTHER PERFORMANCE OUTCOMES.
11. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ZENITH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL. ZENITH'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY OR TO YOU UNDER THESE TERMS IN THE THREE MONTHS PRECEDING THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).
12. Indemnification
You agree to defend, indemnify, and hold harmless Zenith and its affiliates, officers, and employees from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the services, your traffic or creative, your breach of these Terms, or your violation of any law or third-party right.
13. Termination
Either party may terminate the relationship at any time with written notice. Zenith may suspend or terminate your access immediately for violation of these Terms, invalid traffic, fraud, non-payment, or as required by network partners or applicable law. Sections intended to survive termination — including fees owed, IP, confidentiality, disclaimers, limitation of liability, and indemnification — will survive.
14. Governing law and disputes
These Terms are governed by the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws rules. Any dispute will be resolved exclusively in the state or federal courts located in Delaware, and you consent to personal jurisdiction there. Nothing in this section prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
15. Changes to these Terms
We may update these Terms from time to time. Material changes will be announced on this page with an updated effective date. Your continued use of the services after the effective date constitutes acceptance of the revised Terms.
16. General
These Terms, together with any applicable order form and our Privacy Policy, constitute the entire agreement between you and Zenith regarding the services. If any provision is held unenforceable, the remaining provisions will continue in full force. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; Zenith may assign freely to an affiliate or in connection with a corporate transaction.
17. Contact
Questions about these Terms? Contact:
Zenith Digital
Attn: Legal Team
Email: legal@zenithdigital.net