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Publishers terms & conditions

 

PUBLISHERS TERMS & CONDITIONS

The following terms and conditions shall govern the placement and delivery of advertising as set forth in any insertion orders or service agreements (“IO”) executed by and between Taptica International Ltd (“Taptica“) and Publisher.

  1. Services.Taptica will enable the provision of commercial advertisement ads on Publisher’s Site(s) (as defined below) through the use of the Taptica platform, as well as manage and deliver all such advertisements in the form requested by Publisher and in accordance with any specifications and policies set-forth by Publisher prior to publication (the “Services”). Publisher may implement the Services only on such approved Publisher properties as set forth in a given IO (the “Site(s)“). Any change or amendment to the list of Site(s) must be done in writing and approved in advance by Taptica.
  2. Consideration.(i) In return for the Services, Taptica shall retain a percentage of the Net Revenues (as defined below) derived from the Services, as set forth in the IO. “Net Revenue” means the revenue actually received from advertisers in relation to Qualified Transactions as part of the Services, less any taxes that Taptica is required to pay or collect in relation to the supply of Services, any credit card processing fees, bad debt and charge-backs, commissions or discounts allowed or paid to advertising agencies, refunds to advertisers and third party partners and other payments to third parties if applicable. A “Qualified Transaction” means a transaction that occurs when a bona fide Internet user views or fulfills some kind of actions (as agreed between the parties) in relation to the ad that appears in one of the Sites; it is hereby clarified that transaction due to injection traffic, bot traffic or automatic injections by toolbars shall not be considered Qualified Transactions. (ii) Taptica will pay Publisher in accordance with the revenue statement forty-five (45) business days following the end of the calendar month for which payment is due. Publisher acknowledges and agrees that Taptica may, at its sole discretion, discount, credit back or accrue a credit against revenue shares already provided to the Publisher for transactions which were deemed to be non-Qualified Transactions following payment. (iii) All payments due are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including without limitation VAT) (collectively, “Taxes”). Publisher will be responsible for payment of all Taxes and any related interest and penalties resulting from any payments made hereunder. To the extent that Inventory is determined by Taptica to be a result of non-Qualified Transactions, then, in addition to any other remedy available to Taptica, Publisher agrees that Invalid Impressions shall not be payable by Taptica. Any and all payments previously made by Taptica to Publisher on account of Publisher Sites which are subsequently deemed to include non-Qualified Transactions shall be promptly refunded to Taptica. Taptica shall have the right to off-set any amounts owed to it pursuant to this paragraph against any amounts owing to Publisher under this Agreement.
  3. Reporting. Calculation of all payments made hereunder to Publisher will be made based solely on Taptica’s reporting system and statistics. Taptica will provide Publisher with access to its reporting interface that will enable Publisher to view an estimate of any amounts owed to it under this IO.
  4. Representations and Warranties. Publisher represents and warrants that (a) all of the information provided by Publisher to Taptica is correct and current; and (b) Publisher is the owner of each Site or that Publisher is legally authorized to act on behalf of the owner of such Site(s) for the purposes of this IO; (c) Publisher has all necessary right, power and authority to enter into this IO and to perform the acts required of Publisher hereunder; and (d) the Site(s) will have a clearly labeled and easily accessible privacy policy that provides Users with clear and comprehensive information about cookies, device-specific information, location information and other information stored on, accessed on, or collected from Users’ devices, including information about users’ options for cookie management. Publisher further represents and warrants that the Site(s) and any material displayed therein: (i) complies with all applicable laws, statutes, ordinances and regulations and do not contain or promote links to another website that contains defamatory, abusive, violent, sexually explicit or illegal content; (ii) does not breach and has 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; (iii) does not include content (1) that is pornographic, illegal, racist, libelous, defamatory, contrary to public policy or otherwise unlawful, (2) that contains hate speech, “spam”, malicious code, adware, spyware or drive-by download applications, (3) that contains viruses or similar programs that might harm data or computer systems, (4) promoting pornography, the use of illegal substances, illegal activity, racism, hate, “spam”, mail fraud, pyramid schemes or investment opportunities or advice not permitted by law, or (5) is otherwise inappropriate or unlawful; (iv) do not and will not interact with End Users’ browsers in any manner including without limitation by the installation or offering of any toolbars or toolbar applications, advertising texts, coupons, intext, ad injections, search enhancement and data exchange modules or price comparison applications; and (v) do not and will not engage in any fraudulent activity, including without limitation any of the following: (1) fictitious downloads or installations; (2) automated and/or fraudulent clicks; (3) malware; or (4) violating any applicable law prohibiting “spam” or other electronic messages. Taptica makes no guarantee regarding the level of impressions of, actions or views on any ad, the timing of delivery of such impressions, actions and/or views, and the relevancy of the commercial ads shown under this IO. For the avoidance of doubt, Taptica makes no guarantee that any commercial ads will appear on any page of the Site(s), and consequently there is no guarantee that this IO will generate any revenue for the Publisher.
  5. ConfidentialityBoth parties agree to keep confidential the terms herein, the terms of the IO and any and all numbers and information related thereto. Each party agrees to keep all and any non-public information which is given by the other party confidential, unless otherwise approved in writing by the originating party. It is hereby agreed by the Publisher that Taptica may disclose the terms of this IO to third party payment processors on its behalf and to its advisors as necessary.
  6. Term,Termination and RenewalThe term of the IO will commence on the effective date and shall remain in force for twelve (12) months, following which it shall renew for additional twelve-month terms unless terminated at least sixty (60) days’ prior to the applicable term. Taptica may terminate any IO at any time and for any reason, upon 48-hours’ notice.
  7. Publicity. Publisher agrees that Taptica may use Publisher’s name and logo in presentations, marketing materials, customer lists, financial reports and website listings of customers.
  8. Indemnification. Publisher agrees to indemnify and hold harmless Taptica and its directors, shareholders, officers, employees, agents and authorized representatives from and against any costs, losses, liabilities and expenses (including court costs and reasonable attorneys’ fees) that Taptica may suffer, incur or be subjected to by reason of any legal action, arbitration or other claim, whether or not involving a third party claim, arising out of or as a result of a breach of Publisher’s representations, warranties and agreements made hereunder.
  9. NO WARRANTY; LIMITATION OF LIABILITY. THE SERVICES ARE MADE AVAILABLE TO PUBLISHER ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESSED OR IMPLIED, OF ANY KIND INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING. ALTHOUGH TAPTICA WILL MAKE REASONABLE COMMERCIAL EFFORTS TO ENSURE THAT THE RELEVANT ADS ARE SERVED TO END USERS VISITING PUBLISHER’S SITES, PUBLISHER UNDERSTANDS AND AGREES THAT SUCH PROCESS IS BEING AFFECTED BY AUTOMATED MEANS, AND TAPTICA IS NOT RESPONSIBLE FOR, NOR DOES IT GIVE ANY WARRANTY OR REPRESENTATION AS TO THE OUTCOME OF SUCH PROCESS. TAPTICA DOES NOT WARRANT OR GUARANTEE THAT THE SERVICE OR THE OPERATION THEREOF WILL BE UNINTERRUPTED OR WILL MEET PUBLISHER’S NEEDS. TAPTICA WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHER SIMILAR DAMAGES AND ANY LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF SAVINGS, LOSS OF CLIENTELE, LOSS OF USE OR LOSS OR CORRUPTION OF DATA, WHETHER UNDER TORT, CONTRACT OR OTHER THEORIES OF RECOVERY, EVEN IF TAPTICA WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL TAPTICA’S LIABILITY ARISING OUT OF THIS AGREEMENT FROM ANY CAUSE OF ACTION WHATSOEVER WILL EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID UNDER THIS AGREEMENT TO PUBLISHER DURING THE THREE (3) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. TAPTICA is not responsible for any web sites that can be linked to from the ads or for the results of any act or omission of any advertiser or any other TAPTICA’s provider.
  10. Miscellaneous.  This Agreement will be governed and construed in accordance with the laws of the State of Israel without giving effect to conflict of laws principles. Any dispute or claim arising out of or in connection with an IO or these terms shall be adjudicated in Tel-Aviv-Jaffe. Neither party may assign or transfer its rights under this Agreement without the prior written consent of the other party; provided that such consent is not required in the case of merger, acquisition or sale of all, or substantially all, of the assigning party’s assets, stock or business. The parties hereto are independent contractors and this Agreement does not create an agency, joint venture or partnership. Any notice permitted or required by this Agreement will be in writing and transmitted by e-mail to the receiving party at the address provided. Any such notice will be deemed to have been received on the same business day if sent during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective only to the minimum extent necessary without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to circumstances beyond the reasonable control of the non-performing party. This Agreement, including all applicable Attachments and addendums hereto, constitutes the entire agreement between the parties concerning the Services and related Confidential Information.  It supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. Taptica reserves the right to modify, from time to time and in its sole discretion, any of the terms of this Agreement and Publisher waives the right to receive notifications for changes. In the event that Publisher continue the use of the services, it shall be deemed as acceptance by Publisher of the modifications or changes. If Publisher does not agree to the modifications or changes, Publisher shall provide Taptica with written notification and stop using the services.