LAST UPDATE AS OF 27 NOVEMBER 2023
Terms and Conditions are a set of rules and guidelines that a user must agree to to use Torox Website and/or services. It acts as a legal contract between Torox and each user who access website.
These are the Terms and Conditions that apply to the use, by Publishers, of the various services available on our Platform.
PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY.
BY CLICKING TO ACCEPT, OR BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL TERMS INCORPORATED BY REFERENCE.
EagleTech Ltd., (“Torox” or “Company”) is a private company duly incorporated under the laws of Israel (registration no. 516353679), with its address at 3 Golda Meir St., Ness Ziona 7403648, Israel.
References in these Terms and Conditions to ” Publisher” or “your” or “you” are to the person/entity who accepts these Terms and Conditions and agrees to create accounts and use the services as set out in and under these Terms and Conditions. You and Torox shall together be referred to as the “Parties” and references to a “Party” shall be to the relevant one of them as the context requires.
Torox provides a service that enables web users to obtain virtual currency, which may be used for various websites, online games, social applications, social networks and other similar online applications by either earning (by completing offers) or purchasing such virtual currency.
Torox’s offers and advertisers are carefully selected in order to make sure your users are engaging with safe and honest merchants. In return we expect the same fairness from you. Please respect the following rules, so we may continue to provide you with quality offers.
- What is stated in these Terms and Conditions refers equally to members of both genders.
- These Terms and Conditions apply to the use of the website and its contents through any computer or other communication device (such as a cell phone, tablet computer, etc.). They also apply to the use of the website, either through the Internet or through any network or other means of communication.
- The use of the website is intended for those with legal capacity over the age of 18 only. Action by a minor under the age of 18 requires the approval of a parent or guardian.
- The meaning of the word “action” in these Terms and Conditions is – browsing the website and/or registering on the website and using Company’s Services.
- If it is determined that a provision in these Terms and Conditions is unenforceable or invalid for any reason, this will not affect or impair the legality, validity and enforcement of the other provisions of these Terms and Conditions.
- These Terms and Conditions incorporate Torox’s Privacy and Cookies Policy as well as any other policies published on the Website, so by accepting these Terms and Conditions, you agree with and accept all the policies published on the Website.
Definitions and Interpretations
When used in these Terms and Conditions, the capitalized terms listed below Shall have the following meanings:
|Means an account created by a Publisher to use the Services.
|Means any User action linked to an Offer, including, but not limited to, any registration, form submission, response, or other action specified by Advertiser.
|Means a person or entity that creates an account on the Platform as an advertiser, uses the Services, displays offers and agrees to follow these Terms and Conditions.
|Means text, information, branding, and/or other material provided by Advertiser during a Campaign.
|Means Display of offers by advertisers to users via the Application.
|Means the terms of this Agreement, all matters relating or connected to its performance and all information or data of a Party, which is disclosed or otherwise comes into the other Party’s knowledge or possession directly or indirectly as a result of this Agreement and being of a confidential nature.
|Means an online element of the Service that enables managing and monitoring aspects of the Service, including, but not limited to, real-time daily aggregating and reporting of transactions and support tools.
|Means a representation, set, if not agreed otherwise by both Parties, by an Advertiser, of the amount of VC that can be obtained by a User for each U.S. Dollar payable to Publisher.
|Means any activity, including, but not limited to, the use of any spyware, proxy servers, program, robot, redirects, or any automated and/or artificial and/or fraudulent methods designed to appear like an individual, real live person performing a Payout generating event.
|“Gross Monthly Revenue”
|Means the total revenue generated by Transactions during a calendar month, based solely on data recorded by Company.
|Means but is not limited to content which promotes violence, promotes discrimination, promotes illegal activities, infringes the Intellectual Property Rights of any person, involves malware, viruses or fishing offers or violates advertising regulations or rules of conduct, according to any relevant law.
|“Intellectual Property Rights”
(i) patents, inventions, designs, copyright and related rights, database rights, trademarks and related good will, trade names (whether registered or unregistered), and rights to apply for registration;
(ii) proprietary rights in domain names;(iii) knowhow and Confidential Information;
(iv) applications, extensions and renewals in relation to any of these rights; and(v) all other rights of a similar nature or having an equivalent effect anywhere in the world.
|Means an offer from an Advertiser that is made available to Users on or through the Service.
|Means any information relating to an identified or identifiable specific individual.
|Means the Gross Monthly Revenue paid by Company to Publisher derived from the accumulated number of Transactions and according to the Exchange Rate.
|Means demographic and other similar data provided by a User to either Party (excluding any data considered PII).
|Means a person or entity that creates an account on this website as a publisher, and who is responsible for the distribution of Advertising Material on Publisher’s Application.
|Means a website and/or application and/or other virtual space provided, owned, or controlled by Publisher.
|Means Company’s service which enables a User to complete an Offer.
|Means the occurrence of a User completing an Offer and taking all relevant User actions and/or meeting all requirements established by Advertiser with respect to said Offer.
|Means any individual engaging with the Publisher Application.
|Means the virtual currency Publisher provides to Users, including, but not limited to, awards made in connection with a Transaction.
|Means any data provided by Users to either Party (or its affiliates) in connection with an Offer.
|means the domain of Torox.io, or such other domain(s) as Torox may determine from time to time to provide the Services.
- Browsing the website; Entering details ;Creating an account
- Browsing this Website does not require registration, and it is open to anyone.
- To become a Publisher, you must register and create an Account with us.
- For anyone who enters his details on this Website, the following instructions will apply.
- Do not enter details of another person without their consent or without their presence in front of the screen when entering the details and after all the Terms and Conditions have been explained to them.
- When entering details on the Website, you will be asked to provide various details, depending on the type of service you are interested in, such as: first name, last name, residential address, date of birth, active e-mail address and more (at the sole discretion of the Company). Providing incomplete or incorrect details may prevent contact with the person leaving the details. In case of change of details, you must update us.
- You agree to provide accurate and complete information about yourself during the registration process and you also agree not to impersonate another person or entity, and not to hide your identity from the Company for any reason whatsoever. If you register as a commercial entity, you declare that you have the required authority to bind that entity.
- When you open an Account, Company may ask that you provide certain documents to identify yourself and to verify the information you have submitted to us upon registration, such as identification card or a passport, a utility bill, a bank statement, or any document proving their identity issued by a governmental body.
- Data provided when entering details on the website will be stored in the database owned by Company. It is clarified that there is no obligation by law to provide information, but without its disclosure it will not be possible to provide you with Service or any part thereof.
- Company reserves the right to refuse or reject a registration, at its own discretion.
- We may directly or indirectly (through third parties), make any inquiries as we consider necessary to check the relevance and accuracy of the information you provide for verification purposes.
- By becoming a Publisher and/or using any of the Services you agree to be bound by these Terms and Conditions which represent a binding legal contract between the Parties. Furthermore, you hereby agree to the use of electronic communication to enter contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through our application and platforms.
- You are not allowed to hold more than one account on this Website for any reason, unless agreed by Company, in advance and in writing.
- Company may, at its absolute discretion, prevent using the Website. Without detracting from the above, Company may block access to it in any of the following cases:
- If when entering details on the Website, incorrect details were intentionally provided.
- If the Website is used to commit or to attempt to commit an illegal act according to the laws of the State of Israel and/or any other relevant laws, or an act that is presumed to be illegal as stated above, or to enable, facilitate, assist, or encourage the commission of such an act.
- If the terms of these Terms and Conditions were violated.
- If any action was taken that would prevent others from joining the Website or continuing to use the site in any way.
- Use of service; Publishing
- Publishers can use the Services to Implement Advertiser’s Content.
- Company shall have the right, in its sole and absolute discretion, to review, monitor and approve Publisher’s traffic, on a real-time basis, in order to identify, among others, Fraudulent Activity, but without diminishing Publisher’s sole and full responsibility in this matter.
- Publishers that produce or commit blatant Fraudulent Activities, will have their Account permanently banned from our network and will not be compensated for the fraudulent conversions.
- Accordingly, Company shall have the right in its sole and absolute discretion to refuse to provide Services and/or accept a Publisher’s Application which it either disapproves of or is deemed to be in breach of these Terms and Conditions, for reasons, such as but not limited to:
- Application that is under construction, incomplete or with extremely limited audiences or viewership’s.
- Application that infringes on any third-party rights or breach Applicable Laws (including but not limited to copyright and trademark laws and general rights to privacy);
- Application which contains Inappropriate Content;
- Application which promotes any goods or services that are illegal, such as but not limited to:
- Human trafficking.
- Pornography, adult, or mature content.
- Any goods or services that are illegal or that are offered in connection with illegal content.
- Any goods or services, promotion, offer or marketing of which would violate copyrights or other rights of any person.
- Drugs, narcotics, or hallucinogens.
- Weapons of any kind.
- Illegal gambling.
- Media that is harmful to minors and violates relevant laws regarding the protection of minors.
- Company shall notify the Publisher, via the Dashboard, of its approval (“Approval”) of a Publisher’s Application which has been submitted on the Website. Following an Approval Company shall allow the Publisher to use its Services.
- Your Representations and Warranties
By becoming a Publisher and/or by using the Services you hereby agree, represent, and warrant that:
- You have read understood and accept these Terms and Conditions.
- You have full power to to accept these Terms and Conditions and to perform the obligations set out herein and that you took all necessary corporate and other actions to authorize the execution and performance of such obligations.
- You are the owner or are licensed to use the Publisher’s Application.
- you shall not use the Services to promote any Inappropriate Content.
- Using the Services is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject, and your use of the Services shall be in full compliance with applicable laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction);
- You will monitor all and any changes to your Account and take all steps to maintain and ensure the confidentiality of your Account’s credentials, including, but not limited to passwords, emails and/or usernames. You are responsible for implementing all reasonable and appropriate measures for maintaining the confidentiality and security of your Account name, user ID, passwords, personal identification and mobile unlock codes that you use to access the Platform.
- You will immediately inform us of any unauthorized use of your Account or password, or any other breach of security by email addressed to email@example.com.
- You will provide Company with correct and relevant documents and personal information upon Company’s request. Any case of provision of false documents and/or personal information, will be interpreted as a Fraudulent Activity.
- Your execution of these Terms and Conditions shall not infringe on Company’s and/or any third party’s Intellectual Property Rights and/or rights of privacy or any other rights.
- You will ensure that any Confidential Information or trade secrets or any Intellectual Property Rights of any other person or entity, are not used, without their permission.
- Yoe shall comply with all applicable international, state, and local laws and government rules and regulations, and shall use only legitimate and ethical business practices.
- You will ensure that any of its systems and/or access it may have to any of Company’s systems (including affiliates) will not impair the integrity and availability of such systems and will not deliver any (i) viruses, worms, time bombs, trojan horses or other harmful, malicious, or destructive code; and (ii) software disabling devices, time – out devices, counter devices and devices intended to collect data regarding usage or related statistics without the prior written authorization of the other Party.
- Publisher Application may include links to other websites or resources that Company has no control over and is not responsible or liable for such third–party’s content, products, advertising, or availability.
- You shall have sole and full responsibility for the operation and maintenance of, and all content related to and /or appears on the Publisher Application.
- You comply with all applicable and relevant terms, conditions, regulations, and policies, of application store vendors such as Google Play and/or Apple Store.
- It is your sole and full responsibility to prevent Fraudulent Activity in the Publisher Application. Failure in this matter shall constitute a material breach of these Terms and Conditions and enable Company to chargeback Payouts resulting from Fraudulent Activity and/or terminate your Account and any provision of Services immediately.
- You are responsible for ensuring that your Publisher Application does not contain SPAM of any kind. Company reserves the right to terminate your Account should you fail in this respect.
- You are responsible for all damages caused, and all liability actions brought against Company for any breach infringement of these Terms and Conditions and/or of any third-party rights or violation of any Applicable Laws.
- Nothing in these Terms excludes or limits the liability of the Publishers for fraud, death or personal injury caused by their negligence, breach of the Terms implied by operation of law or any other liability which may not be limited or excluded by law.
- Payouts; Taxes
- Payout will be made within thirty (30) days after the end of each calendar month, for Transactions occurring during such month.
- Publisher will provide Company with a valid invoice.
- Payout will be done in USD, via PayPal or bank transfer.
- Minimum payout – any monthly Payout, that will not reach a minimum threshold of 200 (two hundred) USD, will be added to the Payout of the following month.
- Fraudulent Activity related chargeback and/or deduction – Company will have the right, in its full discretion, to deduct and/or chargeback Payouts resulting from Fraudulent Activity.
- Payout is inclusive of all applicable taxes excluding value-added tax, whenever applicable under Israeli law, which will be added to any Payout.
- It is your responsibility to determine what, if any, taxes apply to the commission you earn from Torox. It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority in your jurisdiction. Torox is not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any commission sent by Torox.
- Except for the Payout, Publisher will not be entitled to other payments, reimbursements, royalties, or expenses, unless otherwise agreed in writing by the Parties. The Payout constitutes the entire payment due to Publisher under these Terms and Conditions and Publisher shall not be entitled to any payments (including any reimbursement) other than those contained herein or specifically agreed in writing by Company.
- Suspension; Termination
- Termination for convenience – Either Party may terminate this Agreement for its convenience, without liability at any time, upon thirty (30) days written notice to the other Party.
- Termination for cause –
- Company reserves the right to suspend or terminate your Account due to a breach in your obligations according to these Terms and Conditions, which was not cured within 30 days from receipt of notice thereto (to the extent such breach can be cured), without derogating Company’s right to seek and obtain all remedies available to it in law or in equity.
- Company further reserves the right, in its sole discretion, to, immediately and without notice, terminate any of its services and/or terminate your Account, in the following cases:
- upon discovery of Fraudulent Activity.
- If Company has reason to believe that your activities or use of the Services may be illegal.
- If Company may be harmed by any fiscal or pecuniary damage due to your activities on or through the Services; or
- If you seek protection under any bankruptcy, receivership, trust deed, creditors arrangement, or comparable proceeding.
- Payment Upon Termination – In the event of termination for whatever reason, Company will pay Publisher the undisputed Payout due and payable to Publisher through the date of termination, regardless of whether such Payout reaches the Minimum Payout.
- However, and notwithstanding the above, upon termination in the event that blatant Fraudulent Activities have been documented in the Torox data logs, no past or future payments will be made by Company to the Publisher, and, consequently you surrender your right to receive payment of any balance standing to your credit in your Account and we shall be under no obligation to refund any balance held in your Account.
- Upon termination of Company’s services and/or termination of your Account, for whatever reason, you are obliged to promptly return or destroy and erase from all your systems all originals and copies of all documents, materials, and other expressions in any form or medium of Confidential Information and materials provided by Company.
- Further, should your Account be suspended or terminated you understand and agree that:
- You will lose access to your Account and will not be able to undertake any transaction on the Platform.
- You may not be able to access any of the Services.
- In case the cause of the suspension is resolved by us, we shall restore your Account and restore your access to your Account. We shall not be liable to you for any consequential or indirect loss (such as loss of profits or opportunity) you may incur as a result of your account being suspended or terminated.
- Intellectual Property
- As between Company and Publisher, Company shall retain sole and exclusive ownership of all rights, title, and interest, in and to the Service (except for any of Publisher’s content or Offers included therein), including, but not limited to all software, information, data, documents, know-how, methods, processes, hardware and other Intellectual Property Rights that are provided or used by Company in connection with the Service, including all Intellectual Property Rights related thereto (“Company’s IP Rights”) and all applications, extensions and renewals in relation to any such rights.
- Except as expressly set out in these Terms and Conditions, you are not entitled, for any purpose, to any Company’s IP Rights.
- Company shall at all times retain ownership, including all rights, title and interests in and to the Company’s IP Rights and you understand and accept that by using the Services pursuant to these Terms and Conditions you shall not:
- Aacquire or otherwise be entitled to any Company’s IP Rights.
- Make a claim in respect of any Company’s IP Rights or any other equivalent rights.
- Use, attempt to use, copy, imitate or modify (whether in whole or in part) any Company’s IP Rights, except with Company’s prior written consent.
- Publisher will indemnify the Company (and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, and successors) and defend the Company at his own expense against all costs, claims, fines, group actions, damages and expenses incurred by the Company or for which the Company may become liable due to any failure by the Publisher or its employees, agents, subcontractors or processors to comply with any of its obligations under these Terms and Conditions.
- The indemnity set out in this clause 8 is in addition to, and not in lieu of, any other remedies that may be available to Company under Applicable Law.
- Disclaimers; Limitation of Liability
- the Services and/or Website are available on an “as is” and “as available” basis, without any warranties or representations of any kind.
- Company does not represent or warrant that the Services and/or Website is reliable, current or defect- free, meet your expectations, or that any defects will be corrected.
- Company is not responsible for the accuracy of any information present on any of the Services and the use of the Services is at your own discretion and risk.
- Company shall not be responsible or liable, or be deemed to have breached these Terms and Conditions, for any failure or delay in fulfilling or performing its obligations under these Terms and Conditions, resulting from circumstances beyond its reasonable control, including, without limitation: flood, fire, earthquake; war or any kind of hostilities, hacking or cyber threats, and any laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees by any nation or government or judicial or administrative function.
- Company may from time to time carry out routine and emergency maintenance of the Website and/or Services and shall give the Publisher as much notice as is reasonably possible, in order to avoid, as much as possible, disruption to the Publisher.
- To the fullest extent permitted by Applicable Law, in no circumstances shall Company be liable for any direct, indirect, special, incidental or consequential loss of any kind (including, but not limited to, loss of revenue, income, business or profits, loss of contract or depletion of goodwill, loss of anticipated savings, loss of use or data, or damages for business interruption or any like loss) arising out of or in relation to:
- the use of Services and/or the Website or otherwise related to these Terms and Conditions, regardless of the cause of action, whether based in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable.
- A suspension, cancellation or other action taken with respect to your Account.
- delays or disruptions to the Services and/or Website, including but not limited to, the unavailability or suspension due to performance of routine or emergency maintenance.
- viruses or other malicious software obtained by accessing the Services or Website or that may affect your computer or other equipment, or any phishing, spoofing, or other attack.
- The content, actions, or inactions of third parties.
- Your need to change your business, practices or content, or your loss of or inability to do business, as a result of changes to these Terms and Conditions.
- The total liability of Company and the Company Parties (jointly), whether in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis, arising out of or relating to these Terms and Conditions or the use of or inability to use the Services, shall not exceed the total payout actually paid to Publisher under this agreement.
Please note that you are solely responsible for maintaining the confidentiality of your Account, including, but not limited to a password, email, balance, and all activity including transactions made through your Account. It is advisable to change your password regularly.
- Relationship between these Terms and Conditions and Agreement with Company
- You agree that if there is any conflict between these Terms and Conditions and your Agreement with Company (“the Bilateral Agreement“), the Bilateral Agreement shall prevail to the extent of that conflict in connection with its subject matter.
- Except for the Bilateral Agreement, where applicable, these Terms and Conditions constitute the entire agreement between the Parties in relation to its subject matter and replaces all prior agreements, draft agreements, arrangements, warranties, statements, assurances, representations, and undertakings of any nature made by, or on behalf of the Parties, whether oral or written, public or private, in relation to that subject matter.
- Changes to these terms and Conditions
Torox reserves the exclusive right to revise, delete and/or add terms to these Terms and Conditions from time to time and at its sole discretion without being required to provide any notification thereof.
- Applicable Law and jurisdiction
It is hereby agreed between the parties that the laws of the State of Israel shall apply to these Terms and Conditions and that the sole and exclusive place of jurisdiction in any matter arising out of or in connection with these Terms and Conditions shall be the authorized Tel-Aviv Court.
- These Terms and Conditions shall not be construed to create a partnership, joint venture or the relationship of principal and agent, employer, and employee between the parties.
- The article headings used in These Terms and Conditions are for convenience of reference only and will not affect the interpretation hereof.
- As used in These Terms and Conditions, the word “including” is not a word of limitation.
- Website may, without the need to notify in advance and from time to time, change its structure or appearance or design and the scope and availability of its services. Moreover, Company may decide, subject to its sole discretion, to charge a fee for such or other contents and/or services.
- Without detracting from the abovementioned, Company may at any time stop providing its Services, all or in part, at its sole discretion. Upon termination of the provision of a Service or Services, Company will retain the material included in the terminated Service for a period of time determined at its sole discretion and then be entitled to delete it without keeping any backup of it and without giving notice thereof.
- Contact Us
You may contact Torox in connection with any question and/or clarification in connection with the provisions of these Terms and Conditions and/or any other issue related to the Services at the following address: firstname.lastname@example.org.