Terms And Conditions

General Partner Conditions

Acceptance, availability and modification of general conditions in AdBison.

The present document contains the General Partner Conditions (from here on out, referred to as “Conditions”) that regulate the relationship between AdBison LLC (from here on out, referred to as AdBison) located at Las Vegas, NV 89178, USA and the partners and users of AdBison services (from here on out referred to as “Partner”).

AdBison reserves the right to modify (for justified reasons such as updating the document to reflect updated legislation, evolution of processes or changes in the services offered, or the terms and clauses present in these Conditions). AdBison will be obliged to inform of modifications to the Conditions through the URL of terms or by email as soon as possible. If you have questions you should first contact us.

Publishers

These Terms of Service and the Insertion Order (together, this “Agreement”) are entered into as of the date (“Effective Date”) of the applicable Insertion Order by and between the Publisher (details of which are specified in the Insertion Order which is an integral part hereof) (“Publisher”) and “AdBison”. (“Company”). Each Company and Publisher should be referred to as a “Party” and jointly as the “Parties”.

1. Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them below.

1.1. “Ad”
Any type of content (such as text messaging, audio and video files, rich media, content, text, and graphic files), including but not limited to push notifications, banners, buttons, pop-ups, pop-unders, lightbox interstitial and text links that are generally used as an ad.

1.2. “Advertiser”
An entity who makes Ads available on the Platform.

1.3 “Platform”
Company’s technology, allowing Publishers using Company’s services, to present Ads on Publisher’s defined below Media (and other publishers media)

1.4 .“Applicable Law”
Applicable directives, laws, regulations and industry standards (“Laws”) (including the Laws which apply to the End User (at its place of residence) of a service or product of the Publisher and the Laws of the United States of America and the European Union and its Member States)

1.5. “End User”
Individual human end users of the Media.

1.6.“Confidential Information”
The Parties agree that: (A) all information regarding the Solution or access thereto, (B) the Platform or the Tag, (C) any information regarding the content, purpose, design or function of the Solution, (D) any know-how, technical data or other information, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, developments, inventions, processes, marketing or finances that is disclosed to Publisher; or (E) information concerning End Users interacting with the Ads, must be deemed as the Company’s Confidential Information (F) Information concerning payouts and rates paid to Publisher. The Parties understand, however, that Confidential Information shall not include any information that either Party can establish by written record (1) is already public knowledge without violation of confidentiality restriction, or (2) was known to such Party prior to its negotiations with the other Party, or (3) that is hereafter rightfully furnished to a Party by a third party without restrictions on disclosure and without breach of confidentiality restriction.

1.7. “Tag”
Code that request an Ad from the Platform (which often can be referred to as JS Tag, Ad Tag or an SDK in mobile applications), which is provided by Company for implementation on Publisher Media

1.8.“Inventory”
Internet assets in Publisher’s Media in which Ads are displayed, sold by Publisher to Advertisers using the Platform.

1.9. “Media”
Websites, applications, mobile websites, mobile applications, and other media: (i) owned and controlled by Publisher, or (ii) that Publisher otherwise has the contractual right to present and sell Ads on.

1.10. “PP”
The Privacy Policy available at the Platform.

1.11. “Solution”
The Platform and its elements including but not limited to the methods, tools and other intellectual property of the Company.

2. License

2.1. As fo the terms provided herein the Company grants Publisher a limited, non-exclusive, non-assignable and non-transferable right to place the Tag on its Media and remotely access the Platform solely for the purpose of presenting Ads on its Media through the Tag, during the Term (defined below). Except for the limited license granted herein, all rights (including intellectual property rights), title, interest and all copyright rights in and to the Solution and part thereof are hereby reserved. Publisher hereby grants to the Company during the Term, a limited, fully revocable, non-exclusive, non-transferable license to integrate in Publisher’s Properties the Solution and to copy, reproduce and distribute the look and feel of the Publisher Properties in any way with solely in order to enable the Actions in connection to the Company’s Solution by End Users in accordance with the Restrictions and the terms herein.

2.2. Publisher can not and should not attempt to: (a) resell, sublicense, lease, time-share, distribute or otherwise transfer to any third party its right to access and use the Solution or any part thereof; (b) reverse engineer, decompile or dissemble the Solution or any part thereof; (c) modify, copy or create derivative works of the Solution or any part thereof, or (d) access the Solution or any part thereof for the purpose of building a competitive product or service or copying its features or user interface or authorize or permit a direct competitor to do so. The Company reserves all rights not expressly granted hereunder.

2.3. Publisher agrees that it is responsible for any acts or omissions of its agents or permitted subcontractors that access or uses any of the Solution or any part thereof, and Publisher will ensure that such agents and permitted subcontractors observe with the terms of this Agreement.

3. Publisher’s Representations and Warranties

3.1. Publisher hereby represents and guarantees that: (a) it owns and controls the Media; (b) it has the full corporate right, power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (c) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of each party, enforceable against each party in accordance with its terms; (d) it has and will have all necessary rights and authority (1) to enter into this Agreement and (2) to perform its obligations hereunder; (e) its performance under this Agreement and duties hereunder, do not and will not breach any agreement to which it is a party to or by which it is otherwise bound, or any other obligation that it has with or to any of its advertisers, publishers, networks or other third parties; (f) Publisher’s Media content, services, products, materials, data, and information used by Publisher in connection with this Agreement as well as the Solution do not and will not (i) violate any Applicable Law, (ii) infringe, misappropriate or otherwise breach the rights of any third party (including intellectual property rights); (iii) contain any material which is unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains: (1) sexually explicit, pornographic or obscene content (whether in text or graphics); (2) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise); (3) graphic violence; (4) politically sensitive or controversial issues or (5) any unlawful behavior or conduct; (g) it has entered (or will enter) into written agreements granting Publisher all necessary licenses, rights and other similar consents for the display of advertisements in the Media; (h) the Solution and the Company’s activities pursuant to this Agreement (including the methods by which and technology with which data is collected by Publisher and ads are served to End Users) and documentation presented by Publisher to end users to which the Ad Units are designated to have been reviewed by it, and are compliant with all Applicable Laws and will not infringe any third party rights; (i) it will comply with the Company’s Publisher Terms of Service and Privacy Policy; and (j) it will not engage in any action or practice that disparages or devalues the Company and/or the Solution, or the reputation of the Company.

3.2. Publisher should implement the Tag according to Company’s instructions delivered to Publisher from time to time via the Platform or any other manner.

3.3. Publisher will not modify the Tag or any Ad, and will only place the Solution and its Ads according to Applicable Law and reasonable trafficking instructions which may be provided by the Company from time to time. Publisher understands that any modification to the Ad Tags or failure to comply with trafficking instructions may result in errors and discrepancies for which the Company is not responsible.

3.4. Publisher will be solely responsible (a) for the Media (including the content provided therein); (b) for all its use of the Solution hereunder (including, without limitation, the use of Ads and their presentation in the Media); (c) to use the Solution in compliance with Applicable Law and the instructions provided by Advertisers and/or the Company; (d) to obtain, and be deemed to have hereby granted to the Company, all rights necessary to allow the Company to store, and serve the Ads or otherwise provide the services hereunder (including the collection of information by the Company according to the terms of the PP); (e) comply with all policies relating to the Solution, including the Guidelines, attached as Exhibit 3.4, as may be amended/provided from time to time.

3.5. Publisher will not, nor will it attempt to:

3.5.1. copy, reproduce, modify, damage, disassemble, decompile, reverse engineer or create derivative works of the Solution (including the Platform or any portion thereof) or content provided there through, or any portion thereof;

3.5.2. breach, disable, tamper with, develop or use (or attempt) any workaround for, or otherwise damage Solution (including the Platform or any portion thereof) or content provided there through, or any security measure thereof;

3.5.3. interfere or attempt to interfere (whether through a device, software, mechanism, routine or otherwise) with the proper working of Solution (including the Platform or any portion thereof) or content provided there through;

3.5.4. set, read, write, modify or delete any cookie on the other party or any third party’s owned or operated domain;

3.5.5. transfer personally identifiable information to any other party, or otherwise associate a cookie, web beacon, or other mechanism with personally identifiable information, unless mutually agreed to in writing;

3.5.6. use the Solution, unless mutually agreed to in writing, to select or target (a) sites directed at children under the age of 18 years, or (b) based on information generally accepted as “sensitive” pursuant to Internet advertising industry guidelines (e.g., the self-regulatory principles/code of conduct of the Network Advertising Initiative) or Applicable Law, rule or regulation (the Company may remove or deactivate any Media or Ads from the Solution);

3.5.7 Make available any content or materials of abusive, pornographic, vulgar, harassing, obscene, invasive or otherwise offensive, or, pursuant to Applicable Law, illegal content of any kind in connection with the Solution (including using the Solution); or

3.5.8. Alter or tamper with any information or materials on or associated with any Service or the Platform or any content provided there through.

3.6. Privacy

3.6.1. Publisher agrees: (i) to comply with and use the Solution according to all Applicable Laws; and (ii) to obtain End Users freely given, specific, affirmative, informed, and unambiguous consent in accordance with Applicable Law to the Company’s PP and Cookie Policy, including with respect to placing or accessing any the Company’s cookies or any other unique identifiers on the end Users’ device(s) and browser(s) the collection of personal data and to the advertising or content being served; (iii) to conspicuously display, maintain, and make readily accessible to End Users, a privacy policy that complies with Applicable Law and provides information on Customer’s data collection practices, including information on the kind of data collected, the purposes for which the data will be processed, any disclosures that will be made of the data and use of any tracking mechanism, information on how to disable those tracking mechanisms; (iv) that use of the Solution shall be governed by and subject to PP and comply with Applicable Law; and (v) to provide End Users with the Company’s opt-out for receiving Ads;

3.6.2. Publisher must ensure that it doesn’t associate the Platform with any Personally Identifiable Information, or set, read, write, modify or delete any cookies on the Company domain, or use cookies or tracking technologies through the Platform in a manner that could collect or transmit personally identifiable information unless prior to the first occurrence of any such collection or transmission, Publisher: (a) first, fully, accurately, clearly and conspicuously discloses the type of information collected (described with specificity in the case of personally identifiable information), the method of collection (e.g. by registration, etc.), and the location of (i.e., a link to) the privacy policy that governs the collection, use and disclosure of the information; and (b) then, obtains the End User’s affirmative consent to such collection and/or transmission (prior to such collection) including according to the PP and the Company’s Cookie Policy.

3.7. Publisher represents and warrants it will not, either by itself or by authorizing or encouraging others to do so, directly or indirectly, act in violation of the foregoing terms.

4.1. The Company undertakes to pay Publisher within 30 days following the end of any calendar month (Net+30) the Publisher Earnings. Publisher Earnings means amounts actually received by the Company from Advertisers in consideration for such Advertisers’ Ads displayed on the Publisher’s Media, less associated system fees which include any operational costs (including, but not limited to, virtualized computing, hosting, storage and bandwidth charges), handling fees, Taxes (“System Fees”), and adjusted as applicable to account for Reconciliation Adjustments. As used herein, “Reconciliation Adjustments” means monthly adjustments made as applicable in order to reconcile Publisher’s account. Examples of Reconciliation Adjustments include but are not limited to: (a) application of amounts previously withheld by or not collected from Advertiser, (b) reporting and statistical errors, (c) deduction or roll-over of amounts, (d) charge backs made by Advertiser with respect to Publisher’s Media and (e) carrying over the uncollected balance of System Fees (without derogating from any right or remedy of the Company).

4.2. All numbers with respect to the Ads for the purposes of billing and payment should be based on the Company’s reporting system. The Company will provide the Publisher with automatic reports. The parties agree that Company’s reports will be deemed as sole and decisive evidence with respect to amounts owed hereunder and should be binding upon the Publisher. The Company should have the right to place certain tracking technology in the Ads (such as tracking pixel(s) or any other mechanism(s)) for observing, recording, analyzing and optimizing the performance of the Ads and the Media.

4.3. Publisher Earnings and corresponding System Fees should be determined based only on numbers as reported in the Platform. Notwithstanding the above, the Company reserves the right to not distribute Publisher Earnings: (a) when amounts due to Publisher equal less than fifty dollars ($50) (in which case amounts due will rollover to the next pay period), (b) if Publisher fails to complete any tax or reporting forms reasonably requested by the Company or to provide the Company with accurate tax information, or (c) where Publisher Earnings are generated by any prohibited and/or deceptive active.

4.4. Publisher acknowledges and agrees that Advertisers reserve the right to refuse to pay on impressions, clicks or actions determined to be fraudulent, artificially inflated or otherwise invalid, and that Publisher will not be paid if the Company does not receive payment from the applicable Advertiser.

4.5. Without derogating from the above said (or from any right or remedy of the Company), in case Company detects, in its sole discretion, fraudulent activity: (i) Company may suspend and/or block Publisher’s account; and/or (ii) no payment shall be paid for the entire day that such activity was detected in; (iii) if Publisher believes that such activity is not fraudulent activity, publisher must provide the company with sufficient evidence as will be decided by Company.

4.6. Unless otherwise stated, all payments shall be made in U.S. dollars and all amounts referenced herein refer to U.S. dollars.

4.7. All amounts payable hereunder are exclusive of any sales, use and other taxes, tariffs duties or mandatory payments, however designated (“Taxes”). Publisher is solely responsible for payment of any Taxes applicable amounts paid hereunder.

5. Term and Termination

5.1. This Agreement shall be in full force and effect as of the date of registration of your account (in case self-service platform registration) until terminated according to the terms provided herein.

5.2. The Company can suspend Publisher’s access to and use of its Platform including its Solution and/or at its discretion terminate this Agreement if the Company in its sole reasonable discretion believes that: (a) Publisher is engaging in a prohibited activity, in particular if Publisher violates any Applicable Law or (b) Publisher’s continued use of the Platform and or Solution is likely to damage or cause imminent harm to the Platform, the Solution, the Company or other users of the Solution and / or Platform (such as Advertisers).

5.3. The Company can terminate this Agreement for convenience immediately without any notice to Publisher.

5.4. Upon termination (i) the license provided by the Company hereunder shall immediately terminate and expire; Publisher will immediately (a) cease making any use of the Solutions and remove the Tag from the Media; (b) pay all amounts owed to the Company hereunder; (iii) Sections 6,7,8 and 9 will survive the termination or expiration of this Agreement.

6. CONFIDENTIAL INFORMATION

6.1. Each Party (“Receiving Party”) agrees that it will not use or disclose any Confidential Information received from the other Party (“Disclosing Party”) other than as expressly permitted under this Agreement or as expressly authorized in writing by the disclosing Party. The receiving Party should use the same degree of care to protect Confidential Information of the other Party as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Publisher agrees that it will require every employee or consultant who will have access to, use of, or knowledge of the Solution to execute (in advance of and as a condition to such access, use of or knowledge) a confidentiality agreement including terms substantially similar to those contained in this Section 6.

6.2. Nothing in this Section 6 will prevent either Party from disclosing Confidential Information of the other to the extent required by law, judicial order or other legal obligations, provided that in such an event, the Party disclosing such Confidential Information of the other shall notify such Party to allow such Party to seek a protective order or other appropriate relief. If a protective order is not obtained, the Party required to make such disclosure shall disclose only that portion of the Confidential Information which its counsel, in its reasonable judgment, advises is legally required to disclose.

6.3. Upon termination, expiration or earlier upon demand of the Disclosing Party, the Receiving Party should promptly, return to the Disclosing Party all Confidential Information of such Party which is in tangible form, or certify in writing that all such Confidential Information has been destroyed.

7. INDEMNIFICATION

7.1. Publisher shall indemnify, defend and hold harmless the Company its affiliates directors, officers, agents, employees or successors from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by the Company arising out of anythird party claim related to any alleged or actual breach by Company of the representations and warranties herein or Company’s access to or use of the Solution (a “Claim”). The Company will notify the Publisher of any Claim. Should the Company choose to tender the control and the defense of any such Claim to the Publisher, it shall provide the Publisher with information reasonably required (at the Publisher’s expense) in order to defending such Claim. If the Company choose to tender the control and the defense of any such Claim to the Publisher, the Company may join the Publisher (at the Publisher’s expense) in the defense with counsel of its choice. Any settlement requiring the Company to admit liability, pay money, or take (or refrain from taking) any action, incur any liability, will require the Company’s prior written consent.

7.2. If (1) a third party asserts a claim against Publisher asserting that Publisher’s use of a Solution or any part thereof in accordance with this Agreement violates that third-party’s patent, trade secret or copyright, or (2) the Company believes the Solution, or any part thereof may violate a right, then the Company will, at its expense: (a) modify such portion of the Solution or any part thereof provided such modified deliverable has at least equal functionality and features at the deliverable with which it is replaced, or (b) procure the right to continue using the Solution or any part thereof, and if (a) or (b) are not commercially reasonable, terminate Publisher’s right to use the Solution. This section contains Publisher’s exclusive remedy and the Company’s sole liability for any such claims.

7.3. THE SOLUTION AND SERVICES, IF ANY, ARE PROVIDED “AS IS”, “AS AVAILABLE”, “WITH ALL FLAWS” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. THE COMPANY DO NOT WARRANT THAT THE SOLUTION THE ADS OR SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THE COMPANY SHALL NOT BE RESPONSIBLE FOR SOFTWARE OR CONTENT THAT IS SERVED THROUGH OR LINKED FROM THE SOLUTION, THE ADS OR SERVICES. THE PARTIES ACKNOWLEDGE THAT THE FOREGOING DISCLAIMER IS A FUNDAMENTAL PART OF THIS AGREEMENT, AND THE COMPANY WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH DISCLAIMER. The Company shall not be liable for any loss (including but not limited to direct loss of revenue, incurred cost or loss of profits) that may be incurred by Publisher as a result of any failure of the Solution to operate as expected or anticipated, including but not limited to a failure of any operation of the Solution which results in an incorrect operation or failure to operate as intended, any technical default in the Solution or incorrect impression, campaign or publisher targeting.

7.4. The Company does not monitor content provided or made available in or through Media or the Solution, nor does it screen or has any control over such content. Publisher should be only responsible for all content so provided and in no event shall the Company be liable for any damages or loss whatsoever, whether direct, indirect, general, special, compensatory, punitive, consequential, and/or incidental, arising out of or relating such content or the use of the Media.

8. Limitation of Liability

8.1. In no event shall either party be liable to the other party for any incidental, indirect, special, exemplary, or consequential damages including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, in each case even if such party has been advised of the possibility of such damages. Notwithstanding anything to the contrary, Publisher’s total aggregate liability under this Agreement, if any, to the Company’s or any other person or entity, in connection with any claim relating to this Agreement, including any services provided by or on behalf of company, will be limited to anamount equal to the lower of (i) US$10,000 or (ii) the amount received by the Company under this Agreement during the 30 day period immediately preceding the date of the claim. The existence of one or more claims will not enlarge this limit. This section shall survive the expiration and/or termination of this Agreement.

8.2. No action arising under or relating to this Agreement, regardless of its form, may be brought by either party more than six (6) months after the cause of action has occurred and in any event no later than three (3) months after the termination of this Agreement, except for an action for non-payment brought by the Publisher. The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between the parties.

Advertisers

1. Background & Definitions

Thank you for choosing our, “AdBison”. (“Publisher“) services for your (“Advertiser“) online advertising needs
Choosing to use our services, you are agreeing to the following terms as provided in this agreement (“Agreement”).
Publisher should strive to conduct a marketing campaign to promote code unit(s) of advertising content (such as text links, URLs, and banner ads) (“Ad Unit(s)”) provided by Advertiser according to the terms provided herein. Advertiser should make payment to Publisher of the amount set forth in the real time biding platform (“ Platform”).

2. Advertiser’s Account

Advertiser is only responsible for ensuring the accuracy of all information it provides in accessing the Platform and/or Publisher services (such as entering bid prices, bid criteria, and destination URLs). Advertiser must diligently protect its account password and take all measures to prevent unauthorized access. Advertiser should be only responsible for any unauthorized usage.
If Advertiser’s account has been compromised or is being used in an unauthorized manner, Advertiser must immediately notify Publisher. Advertiser is responsible for checking and reviewing from time to time its account and account activity.

3. Reporting

All numbers with respect to the Ad Units distribution for the purposes of billing and payment shall be based on Publisher’s reporting system. Publisher will provide the Advertiser with automatic reports at least on a weekly basis through the Platform. The parties agree that Publisher’s reports and winning bids (as recorded and/or calculated in Publisher’s logs) will be deemed as sole and decisive evidence with respect to amounts owed hereunder and shall be binding upon the Advertiser.
Publisher should have the right to place certain tracking technology in the Ad Units (such as tracking pixel(s) or any other mechanism(s)) for observing and recording the performance of the Ad Units.

4. Bidding & Payment

By bidding on ad inventory through the Platform, you are making a programmatic offer to purchase such ad inventory. If your offer is accepted, you have purchased such ad inventory (“Purchase ”). Purchases are non-cancellable.
Advertiser shall make prepayment by adding funds to its account balance in the Platform. Payment to Publisher of the amount specified in the Platform for every Action made in the Target Countries and according to other terms as specified in the Platform will be reduced from the existing account balance. “Action” shall mean thousand Impressions. “ Impression” shall mean the display of Ad Units to an end user while viewing a web page.
Advertiser may make payments by PayPal services, or by Wire transfer, subject to Publisher prior approval
All payments will be made in U.S. dollars.

5. Cancellation

Publisher can cancel the campaign and terminate this Agreement immediately without notice to the Advertiser. Upon termination or expiration of this Agreement Advertiser shall immediately pay to Publisher all amount owed hereunder.
Advertiser can terminate this Agreement by deleting its account, subject to a prior written notice to the Publisher. In such case, Publisher shall refund Advertiser for unused funds minus an administrative fee of 15%, within 30 days.

6. Intellectual Property

Advertiser has exclusive right, title and interest to the Ad Units and any marketing material provided to Publisher, and Publisher has no rights therein, save the limited right to use marketing materials pursuant to the terms hereof and allow end users to interact with the Ad Units. Publisher and its licensors have the exclusive right, title and interest to the Platform, its Trademarks, and to any of Publisher’s software and related documentation. This section should survive the termination and/or expiration of this Agreement.

7. Advertiser’s Obligations

Advertiser will make every effort to uphold the highest ethical and commercial standards. Advertiser acknowledges that the Publisher has no obligation to distribute the Ad Units
through specific sites, and that it has independently evaluated the desirability of utilizing Publisher’s software and services and is not relying on any representation, guarantee or statement other than as set forth in this Agreement.

8. Confidentiality

Any confidential information and/or proprietary data provided by one party (“Discloser”) to the other party (“ Recipient”), including the Advertisement descriptions and the pricing of the Advertisement and the terms hereof, should be deemed “ Confidential Information” of the Discloser. Confidential Information should not be released by the Recipient to anyone except an employee or agent that has a need to know such information, and that is bound by written confidentiality obligations at least as strict as those contained herein. Recipient shall not use any portion of Confidential Information provided by the Discloser for any purpose other than those provided for under this Agreement. All information regarding end user(s) who interacted with Publisher’s software will be deemed as Publisher’s Confidential Information, including rates, publisher referrals or any other data in connection to the services and/or Platform. This section should survive the termination and/or expiration of this Agreement.

9. Business Operations

Each party will make reasonable commercial efforts to keep its Website operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other liable for any of the consequences of such interruptions. The Advertiser acknowledges that changes to the configuration in which the Ad Units is distributed may be required only in writing, and will be subject to Publisher’s approval. It is clarified that even if approve, such changes will be implemented within no less than 48 hours from Publisher’s approval. The Advertiser further acknowledges that Publisher may make certain changes (such as editorial changes) to Ad Units provided to it.

10. Relationships of Parties/Third Party Rights

The relationships of the parties to this Agreement shouldl be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing contained in this Agreement, nor any action taken by any party to this Agreement, shall be deemed to constitute either party (or any of such party’s employees, agents or representatives) an employee, or legal representative of the other party, nor to create any joint venture, association, or syndication amongst or between the parties.

11. Force Majeure

Except for Advertiser’s payment obligations under this Agreement, neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failing of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

12. Representations

Each party represents and guarantees to the other party that: (a) it has the full corporate right, power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (b) the execution of this Agreement by each party and the performance of their obligations and duties hereunder, do not and will not violate any agreement to which it is a party to or by which it is otherwise bound; (c) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of each party, enforceable against each party in accordance with its terms; and Advertiser represents that: (A) the Ad Units, including (a) all content provided therein; and (b) the methods by which and technology with which such content is made available to end users in the Target Countries, do not and will not: (i) breach any Applicable Law; (ii) infringe upon misappropriate or otherwise violate the rights of any third party (including intellectual property rights); (v) in any context harm the goodwill or reputation of the Publisher; (B) the Publisher’s software (including the method by which, and technology with which, the Ad Units are made available to end users), and documentation presented by Publisher to end users to which the Ad Units are designated to have been reviewed by it, and found to be fully compliant with applicable directives, laws, regulations, industry guidelines or standards (including but not limited to Google Inc. guidelines) and Publisher Guidelines attached herein as Exhibit A (“ Laws”) (including the Laws which apply to the end user (at its place of residence), the Laws of the United States of America and the European Union) (“Applicable Law”); (C) It will not through its Ad Units or otherwise exploit Publisher’s services or software in order to re-sell, distribute, license, sublicense or otherwise make use of end users’ data (such as search terms, visits in URLS etc.) for commercial or for any other purpose; (D) It will not use Publisher’s software of services except for the limited expressed purpose of this Agreement; (E) it will comply with Applicable Law when preforming its obligations hereunder; and (F) It will not and will not allow any third party to act in violation of the foregoing terms. If Advertiser becomes aware to any legal restriction regarding the Ad Units usage and/or distribution it will immediately notify Publisher and Publisher will immediately cease such use. Advertiser will notify Publisher by a forty eight (48) hours prior written notice about any event, such as its servers’ maintenance (including up-grades) or Ad Units updates, which can affect the services provided by the Publisher hereunder.

13. Limitation on Liability

In no event shall Publisher be responsible to the Advertiser for any incidental, indirect, special, exemplary, or consequential damages including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, in each case even if Publisher has been advised of the possibility of such damages. Without derogating from any of the foregoing, Publisher’s total aggregate liability under this Agreement, if any, to the Advertiser or any other person or entity, in connection with any claim relating to this Agreement, including any services provided by or on behalf of Publisher, will be limited to an amount equal to the lower of (i) US$10,000 or (ii) the amount received by Publisher under this Agreement during the 30 day period immediately preceding the date of the claim. The existence of one or more claims will not enlarge this limit. This section shall survive the expiration and/or termination of this Agreement.
No action arising under or relating to this Agreement, regardless of its form, may be brought by either party more than six (6) months after the cause of action has occurred and in any event no later than three (3) months after the termination of this Agreement, except for an action for non-payment brought by the Publisher. The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between the parties.

14. Disclaimer

Publisher’s Platform, software and services are provided with all flaws, “as available” and “as is”. Publisher (including its subsidiaries, affiliates, and third parties that provide any kind of content or services through its Platform) makes any representation or warranties, expressed or implied, with respect to Publisher’s Platform, software or services and expressly disclaim all other warranties, expressed or implied, oral or written, including, without limitation, any implied warranties of non-infringement, fitness for a particular purpose or merchant ability. Publisher does not warrant that the Publisher’s Platform, software or services will operate error-free, without any defects and/or uninterrupted. Publisher should not be responsible for any software, materials and/or any other content that is served through or linked from and/or to Publisher’s Platform. Theparties acknowledge that the disclaimer above is a fundamental part of this Agreement, and Publisher would not enter into this Agreement absent such disclaimer.

15. General

This Agreement contains the entire agreement between the parties and supersedes all other agreements between the parties. Without derogating from the generality of the foregoing, in the event that the terms of this Agreement are in conflict to the terms of any other agreement, provision, quote, order, acknowledgment, or other communications between the parties, the terms provided herein shall prevail over such conflicting terms (even if the conflicting terms are incorporated in a written instrument signed by the parties herein after the execution of this Agreement unless the Advertiser specifically referred in such instrument to the name and date of this Agreement and to the amendment of its terms and conditions). Advertiser may not assign this agreement without the prior written consent of the Publisher, and any assignments in violation of the foregoing shall be void. Nothing in this Agreement is intended or will be construed to give any person, other than the parties hereto, any legal or equitable right, remedy or claim under or in respect of this Agreement or any other provision contained herein. This Agreement should be interpreted according to Israeli law and the courts in Tel Aviv shall have sole jurisdiction over any disputes hereunder. This Agreement may be executed in two counterparts, each of which shall constitute an original and the two together shall constitute a single agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement. The parties agree that Publisher may amend this Agreement / provide Advertiser with certain guidelines and that such amendments/guidelines shall be binding upon the Advertiser within 48 hours of the date such amendments/guidelines has been sent to the Advertiser.
Exhibit A – Advertiser’s Guidelines:
A. Advertiser campaigns shall not include in any way:
(a) Ads or any other content that is related to:
(1) Tech support ads or other browser locking ads;
(2) Adware, malware, viruses, phishing offers, social engineering or any other kind of unsafe google safe browsing campaigns as published by Google Inc;
(3) Misleading ads, Ads that provide false information to the user including, but not limited to, Ads that contain false or deceptive investment advice or massages such as “your software is outdated”, “your device is infected” or “viruses found” etc.
(4) Sexually explicit, pornographic or obscene content (whether in text or graphics);
(5) Illegal activity, substance or any other unlawful behavior or conduct;
(6) Speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise);
(7) Graphic violence;
(8) Ads that are designed to appeal to persons under the age of 18 or the minimum legal age at which individuals may use the Ad Units, in the Target Countries listed in the IO, according to Applicable Law
(9) Drugs and or pharmaceutical applications;
(10) Purchase of weapons/military equipment;
(11) Interacts with end users’ browsers in any manner, effects end users web navigation by error page redirections, hijacking or in any other manner;
(b) Without limiting the above said, in case of download campaigns performed by Advertiser, Advertiser MUST comply with the following:
(1) Advertiser shall not generate or allow unsolicited bulk commercial email;
(2) Advertiser shall not violate, or allow 3rd party to violate, the legal rights of others;
(3) Advertiser’s software should not to be used inany unlawful, invasive, infringing, defamatory, or fraudulent purpose;
(4) Advertiser’s software should not to be used to distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature (i.e. malware);
(5) Advertiser’s software must not alter, disable, interfere with or circumvent any aspect of the software of third parties or advertisement services particularly.