PUBLISHER TERMS AND CONDITIONSIntroductionThis agreement ("Agreement") between You and NetDiz Limited ("NetDiz") consists of these NetDiz Publisher Program (the "Program") Standard Terms and Conditions ("Terms and Conditions"). A description of the Program, is available at the Publisher Program URL, located at http://www.netdiz.com/pub_program.html. "You" or "Publisher" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement. Program Participation Participation in the Program is subject to NetDiz prior approval. NetDiz reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, You represent that You are at least 18 years of age and agree that NetDiz may serve third party and/or NetDiz provided advertisements. Implementation You agree to comply with the specifications provided by NetDiz from time to time to enable proper delivery, display, tracking, and reporting of Ads in connection with Your Site(s), including without limitation by not modifying the JavaScript or other programming provided to You by NetDiz in any way, unless expressly authorized in writing by NetDiz (including by electronic mail). NetDiz will provide You with access to the Application Programming Interface (the "API") for the NetDiz Feed and shall provide commercially reasonable assistance to You in completing the implementation of the NetDiz Feed. Parties' Responsibilities You are solely responsible for the Site(s), including all content and materials, maintenance and operation thereof, the proper implementation of NetDiz's specifications, and adherence to the terms of this Agreement. NetDiz reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access Ads or any engagement in any activity prohibited by this Agreement. NetDiz is not responsible for anything related to Your Site(s), including without limitation the transmission of data between Your Site(s) and NetDiz. In addition, NetDiz shall not be obligated to provide notice to You in the event that Ads are not being displayed properly to end users of the Site(s). Prohibited Uses You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate queries, impressions of or clicks on any Ad(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of software; (ii) edit, modify, filter or change the order of the information contained in any Ad or remove, obscure or minimize any Ad in any way; (iii) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad; (iv) redirect an end user away from any Advertiser Page, provide a version of the Advertiser Page that is different from the page an end user would access by going directly to the Advertiser Page, intersperse any content between the Ad and the Advertiser Page, otherwise provide anything other than a direct link from an Ad to an Advertiser Page; (v) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Ad(s) or any part, copy or derivative thereof; You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies. Non-Exclusivity Nothing contained in this Agreement is intended to create an exclusive relationship between the parties that would limit the ability of either party to enter into similar agreements with third parties. Termination Subject to any third party agreements You may have with other NetDiz customers, You may stop displaying Ads on any Site in the Program with or without cause at any time by removing the NetDiz JavaScript or similar programming from Your Sites. You may terminate this Agreement with or without cause at any time by sending written notice of your desire to cancel Your participation in the Program to ads@netdiz.com. This Agreement will be deemed terminated within five (5) business days of NetDiz's receipt of Your notice. NetDiz may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Site in all or part of the Program for any reason. Confidentiality The parties shall maintain the terms and conditions of this Agreement confidential. All information furnished to or shared with a party by the other party with regard to this Agreement or a party's business, unless such information is known by the general public, will be kept confidential by a party and shall not be disclosed to any third party except: (i) at the written consent of a party; (ii) to the extent necessary to comply with any law, regulation or valid order of a court or agency of competent jurisdiction; (iii) as a part of a party's normal reporting requirements to its auditors and attorneys; or (iv) to the extent necessary to permit the performance of a party's obligations under this Agreement or to enforce a party's rights under this Agreement. No Guarantee NetDiz makes no guarantee regarding the level of impressions of or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to You under this Agreement. No Warranty NETDIZ MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS ARE BASED ON NON-NETDIZ CONTENT, NETDIZ SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS. Limitations of Liability IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (I) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM SUCH PARTY'S PERFORMANCE OR NON-PERFORMANCE UNDER ANY PROVISION OF THIS AGREEMENT OR THE PROVISION OF SUCH PARTY'S SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, OR (II) ANY AMOUNT IN EXCESS OF THE AMOUNT PAYABLE BY NETDIZ TO PUBLISHER DURING THE FIRST YEAR OF THE TERM. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS SECTION SHALL NOT LIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR WILLFUL AND MALICIOUS MISCONDUCT, BREACH OF CONFIDENTIALITY OBLIGATIONS, OR FULFILLMENT OF ANY INDEMNIFICATION OBLIGATIONS HEREUNDER. Force Majeure If the performance of any part of this Agreement by either party, except for the obligation to pay amounts payable hereunder, is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the reasonable control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes. Payment You shall receive a payment related to the number of valid clicks on Ads displayed in connection with Your Site(s) as determined by NetDiz for its participants in the Program. Unless otherwise agreed to by the parties in writing (including by electronic mail), payments to You shall be sent by NetDiz within approximately thirty (30) days after the end of each calendar month that Ads are running on Your Site if Your earned balance is $20 or more. In the event the Agreement is terminated, NetDiz shall pay Your earned balance to You within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated by You or by NetDiz. In no event, however, shall NetDiz make payments for any earned balance less than $10. Notwithstanding the foregoing, NetDiz shall not be liable for any payment based on (a) any amounts which result from invalid queries or invalid clicks on Ads generated by any person, bot, automated program or similar device, as reasonably determined by NetDiz, including without limitation through any clicks or impressions (i) originating from Your IP addresses or computers under Your control or (ii) solicited by payment of money, false representation or request for end users to click on Ads; (b) Ads delivered to end users whose browsers have JavaScript disabled; (c) NetDiz advertisements for its own products and/or services; or (d) clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of this Agreement by You for any applicable pay period. NetDiz reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement by You, pending NetDiz's reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that an advertiser whose Ads are displayed in connection with Your Site(s) defaults on payment for such Ads to NetDiz. To ensure proper payment, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account. You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Program. NetDiz may change its pricing and/or payment structure at any time. If You dispute any payment made under the Program, You must notify NetDiz in writing within thirty (30) days of any such payment; failure to so notify NetDiz shall result in the waiver by You of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by NetDiz. No other measurements or statistics of any kind shall be accepted by NetDiz or have any effect under this Agreement. Representations and Warranties You represent and warrant that (a) all of the information provided by You to NetDiz to enroll in the Program is correct and current; (b) You are the owner of each Site or that You are legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Agreement and the Program; and (c) You have all necessary right, power and authority to enter into this Agreement and to perform the acts required of You hereunder. You further represent and warrant that each Site and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not hate-related or otherwise violent in content. Indemnification The parties hereby agrees to indemnify, defend protect and hold each other, and their respective officers, directors, shareholders, affiliated entities and persons, employees, agents, representatives and attorneys (collectively the "Representatives") harmless from and against any and all claims, causes of actions, demands, judicial and administrative proceedings, liabilities, forfeitures, errors, damages, costs and expenses (including without limitation, reasonable attorneys' fees and related costs and expenses, whether or not suit is filed or proceedings instituted thereon), directly or indirectly arising in connection with each party's business, this Agreement, or any breach or default in performance by either party of any obligations hereunder or under any obligations to third parties. NetDiz Rights You acknowledge that NetDiz owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including NetDiz's ad serving technology, and Brand Features, and excluding items licensed by NetDiz from third parties), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any NetDiz services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto. You will not remove, obscure, or alter NetDiz's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any NetDiz services, software, or documentation (including without limitation the display of NetDiz’s Brand Features with Ads if applicable). "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide. Press Release Neither party shall issue any press release in connection with this Agreement without the other party's prior written consent. The content of such press release or announcement shall be subject to the approval of NetDiz, which approval shall be exercised at NetDiz's exclusive discretion. Excluding disclosures that may be required by law, neither party shall disclose any other terms of this Agreement to any person or entity without the prior approval of the other party. Notwithstanding the foregoing and subject to any confidentiality obligations imposed upon a party under this Agreement, (i) NetDiz shall have the right to notify its advertisers and potential advertisers of the general nature of this transaction, (ii) both parties shall be entitled to provide additional disclosures containing any and all information contained in any previously agreed disclosure or press release, and (iii) both parties shall be entitled to list the other party's name in advertising and other materials. When determining whether a disclosure is "required by law" both parties may rely on their respective legal counsels' advice on such matters. Choice of Law This Agreement shall be construed and controlled by the laws of the United Kingdom. Any dispute arising in connection with this Agreement, including, without limitation, a breach of this Agreement, shall be governed by the laws of the United Kingdom. The parties agree to submit to the jurisdiction of the state and federal courts located in London. |
Publisher - Terms and Conditions |