board of directors, (iii) or is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it;
“Initial Term” a period of 12 months starting from the Effective Date;
“Intellectual Property Rights” means all copyright and related rights, patents rights to inventions, utility model 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 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;
“Interface” means the intranet and software platform provided by the Company as part of the Services in the Country and any functionality accessed or made available through such platform;
“Lead” means a sales lead of the Advertiser generated in the Tracking Period, as reported by the Tracking Code only;
“Link” means a hyperlink from a Publisher Website to an Advertiser URL;
“Monthly Minimum Fee” means the minimum fee payable by the Advertiser per Program per month as specified in the Interface;
“Network” means the marketing network of publishers and advertisers provided by the Company or its Group Companies to facilitate, amongst other things, affiliate and performance marketing;
“Network Fee" means the fee payable to the Company, calculated as a percentage specified in the Interface of total Commissions and Bonuses due (unless the Interface specifies another method for calculating such fee);
“Participating Publisher” means any Publisher marketing the Advertiser or any Products under this Agreement;
“Pre-payment Amount” means amount specified in the Interface, to be held to the Advertiser’s account as a deposit against future Network Fees, Commissions and Bonuses;
“Product” means a product, service or equivalent offered for sale by the Advertiser on any Advertiser URL;
“Program” means the ongoing provision of the Services in respect of an Advertiser URL for the Term;
“Publisher” means (i) the operator of a website, application or service, which has joined the Network to market advertisers or their products as an affiliate, or (ii) a Publisher Network;
“Publisher Network” means the operator of a marketing network of further publishers to facilitate, amongst other things, affiliate and performance marketing, that has joined the Network to market advertisers or their products as an affiliate;
“Publisher Website" means a website, application or service operated by a Publisher to market advertisers or their products;
“Reintegration” means the reintegration of the Tracking Code into an Advertiser URL, required after the Date Live through no fault of the Company;
“Reintegration Fee" means $500 per Reintegration;
“Renewal Term” a period equal to the Initial Term, starting from the end of the Initial Term, or preceding Renewal Term if applicable, pursuant to clause 17.1.
“Services” means the services or assistance provided by the Company and any Company Group Company under this Agreement;
“Set-Up Fee” means the fee payable by the Advertiser per Program as specified in the Interface;
“Sub-publisher” means the operator of a website, application or service, which has agreed with the Publisher Network to market advertisers or their products;
“Term” means the term of this Agreement from the Effective Date until its termination or expiry in accordance with clause 17 or 20.3;
“Transaction” means the agreed purchase of a Product by a Visitor in the Tracking Period, as reported by the Tracking Code only;
“Tracking Code” means the software code (from time to time) provided by the Company for the recording of, amongst other things, web traffic and Actions;
“Tracking Policy” means the tracking policy at clause 2.7; and
“Visitor” means any person who follows a Link.