MEMBERSHIP CONTRACT (For Affiliates)
Pursuant to this Agreement, a company incorporated under the Companies Act, 1956 having its registered Office at 78/205, barracka road II lane, Chennai - 600012, hereinafter called and referred to as "Advedic" and Publisher, agree to the following terms and conditions for the membership to the "Advedic" Network.
Ad Network - An advertising company that usually serves as a broker between web site publishers and advertisers. Larger ad networks aggregate sites into general categories so that they can offer advertisers targeted buys.
Click through rate (CTR) - The percentage of impressions that resulted in a click through. Calculated by dividing the number of clicks by the number of impressions.
Cookies - A process by which a small file is sent from a web server to the local users computer to store information unique to that browser. Often used by advertisers to keep track of the number and frequency of advertisements that has been shown to a visitor or by sites to help them determine the number of unique visitors.
Cost per click (CPC) - is the online payment models by which advertisers pays for each click made on their advertisement.
Creative - The technology used to create a banner or other type of advertising material. Common creative types include GIF, JPEG, Java, HTML, Flash or streaming audio/video.
House Ads - A type of banner advertisement that a web site publisher runs in an ad space when no paying advertisement is available to fill the space.
Page View - Occurs when a user browser requests a web page.
Web Site - A collection of hyperlinked web pages organized at the same domain name.
3. USE POLICY
Membership: Membership in the Network is subject to prior approval of Advedic. Advedic reserves the right to refuse service to any new or existing Publisher for any reason, in its sole discretion. Approval of membership in the Network is limited only to the specific root URLs (the "Websites") for which Publisher has applied for approval by Advedic. Advedic reserves the right, in its sole discretion and without liability to Publisher, to reject, omit or exclude any Publisher or Website for any reason at any time (including, without limitation, if a Website's text is in a foreign language), with or without notice to the Publisher and regardless of whether such Publisher or Website was previously accepted. Without limiting the foregoing, Advedic reserves the right to require potential or existing publishers to submit detailed descriptions or explanations of the Publisher's website(s) or application(s) functionality and backend technology through a questionnaire or survey. Refusal to participate or answers deemed unsatisfactory constitutes grounds for non-acceptance or termination from the Network. In addition, all Websites in the Network must maintain a privacy statement acceptable to Advedic. If Publisher is an individual, Publisher must be at least 18 years of age.
Representation: Publisher represents and warrants that the Websites: (1) are owned by or licensed to Publisher and Publisher has the right to use the entire contents and subject matter contained in the Websites; (2) do not violate any law, statute, ordinance, treaty or regulation; (3) do not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (4) do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (5) are not false, deceptive or misleading; (6) are not defamatory, libelous, slanderous or threatening; and (7) are free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancel bots, "spy ware" and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data or personal information.
Publisher also represents warrants and covenants that: (i) Publisher has the power and authority to enter into and perform its obligations under this Agreement; (ii) Publisher shall not be in violation of any obligation, contract or agreement by entering into this Agreement, by performing its obligations hereunder or by authorizing and permitting Advedic to perform the services hereunder; (iii) Publisher shall comply with all of the terms and conditions of this Agreement, as amended from time to time; (iv) all information provided by Publisher to Advedic or posted on the Websites by Publisher is truthful, accurate and complete, and is not misleading in any way; (v) Advedic is hereby authorized by Publisher to perform all the services described hereunder with respect to Publisher and the Websites; (vi) upon request by Advedic , Publisher shall promptly provide a written statement in form acceptable to Advedic confirming Advedic 's authority hereunder; and (vii) Publisher shall not upload, post, email, transmit or otherwise make available any content, material, data, work, designation, trade or service mark, trade name, link, advertising or services that actually or potentially (a) violates any applicable law or regulation, including, without limitation, false advertising or unfair competition under the law of any jurisdiction, (b) infringes or misappropriates any proprietary, intellectual property, contract or tort right of any person, or (c) to a reasonable person, may be abusive, obscene, pornographic, defamatory, invasive of privacy, harassing, grossly offensive, vulgar, threatening, malicious, otherwise objectionable or in way derogatory about Advedic or any other party. Publisher grants Advedic and the customer the right and license to transmit the Creatives to the Websites.
Termination: Advedic reserves the right to terminate any Publisher's relationship with the Network at any time, with or without cause, including, without limitation, for reasons set forth in Section 2(e) below. Termination notice may be provided in person or via email, facsimile or mail (either regular mail or overnight courier) and will be effective immediately upon receipt. Upon receipt of such termination notice, Publisher agrees to immediately remove from the Websites any and all of Advedic's software code supplied to Publisher for serving Creatives from Advedic. Publisher will be paid, in the next scheduled payment cycle (refer Clause 3 "Payment Policy") following termination, all legitimate, non-fraudulently accrued, earnings due up to the time of termination. Upon termination all ties to referrals will be permanently severed and Publisher will not receive nor be entitled to receive future referral commissions hereunder.
Content: Advedic reserves the absolute right to refuse to affiliate with any Publisher. Advedic does not accept Websites that produce or provide pornographic or adult content. Advedic does not accept Websites that engage in, promote or facilitate illegal or legally questionable activities such as pirating and hacking. Advedic does not accept Websites that are: under construction, hosted by a free service, personal home pages, or do not own the domain they are under. This Agreement is voidable by Advedic immediately if Publisher fails to disclose, conceals or misrepresents itself in any way. Advedic shall not be responsible for any abusive, obscene, pornographic, defamatory, invasive of privacy, vulgar, threatening, malicious, otherwise objectionable or in way derogatory or prohibitory under law in relation to any person or party, if the same is inadvertently not noticed by Advedic and/or is released on the Network. In addition, Advedic may in its sole discretion refuse to serve any Website that it deems inappropriate. To ensure compliance with this Agreement, any Publishers that change their type of content after approval for membership MUST notify Advedic of the changes in writing IMMEDIATELY. Notices should be sent to webmaster@Advedic.com
Disclaimer: Publisher acknowledges and agrees that Advedic may not be able to fill 100% of advertising requests sent to its servers with paying ads. Advedic will display 'house' ads or ads for Advedic supported community service ads on Publisher's website when paid advertising is unavailable. Advedic may also display so-called 'house' ads on Publisher's Websites when technical difficulties require it. 'house' ads or community service ads are not paid advertising. Under no circumstances does Advedic guarantee to provide any percent fill of paid advertising to a Website.
Placement: Publisher shall be solely responsible for placing Creatives on the Websites, which placement shall be subject to the terms and conditions of this Agreement. No Creative may be placed on any root URL not specifically approved by Advedic for membership within the Network. Advedic ads are limited to a total of two ad slots per page in any combination of stand alone and/or multiple links. No Publisher will place ads on blank pages, on pages with no content, on top of one another, on non-approved Websites, or in such a fashion that may be deceptive to the visitor. Creatives cannot be placed in email messages. In-page Creatives (Banners, Leaderboards, Skyscrapers, Wide Skyscrapers, Rectangles, Medium Rectangles, Half Pages and Text Ads) shall not be placed on chat rooms and other entities whose content the Publisher does not have complete control of.
Fraud and Deception: Advedic audits every Publisher's traffic on a daily basis. Publishers that commit fraudulent activities, including false clicks, false impressions, and incentivize clicks, will have their account permanently removed from the Network and will not be compensated for fraudulent traffic. We have several fraud mechanisms at our disposal that will detect most forms within a few days of the initial activity. All proceeds from accounts with fraudulent activity will be refunded to Advertisers. All Creatives must be served from a Advedic server or serving location, or through a Advedic approved 3rd-party-hosted server. Stored images that are loaded from a different location will not count towards any statistic or payment. Publishers agree to not artificially inflate traffic counts using a program (including scripts), device, or other means. Excessive page reloading or any other abuse of our system could result in legal action. No Publisher shall induce visitors to click on Creatives based on incentives, provided, however, that, with the prior written approval of Advedic , certain language may appear above or below an advertisement served by Advedic without limiting the foregoing, the following methods of generating visitor interest are unacceptable to Advedic and may be grounds for dismissal from the Network: use of unsolicited email or inappropriate newsgroup postings to promote your Website; auto-spawning of browsers; automatic redirecting of users; clicking on your own banners; blind text links; misleading links; or any other method that may lead to artificially high numbers of impressions or clicks.
Code: Advedic Code shall not be modified without prior written consent from Advedic. Publisher agrees to use the Advedic Code provided by Advedic for displaying a Creative not more than ONCE per page view. Ad codes cannot be placed in email messages. Publisher cannot alter copy, modify, take, sell, reuse, or divulge any Advedic Code, except as is necessary to partake in the Network, provided, however, with the prior written approval of Advedic. Advedic grants the Advertiser a world-wide, revocable, non-exclusive, non-transferable, non-sub-licensable, limited use license to use, execute, and display the Advedic Code solely for purposes of receiving and displaying the Creatives and performing other obligations hereunder. Except for the limited license expressly granted in this Section, nothing in this Agreement shall be construed as Advedic granting the Advertiser any right, title or interest in or to the Advedic Code or any right under any patent, trade secret or other intellectual property rights of Advedic. The Publisher acknowledge and agree that Advedic owns all right, title and interest in and to the Advedic Code (including, without limitation, all software and technology underlying any such product, service, and/or information) and all related intellectual and proprietary rights of any kind anywhere in the world. The Publisher also agrees that it will not use the Advedic Code, or the results created thereby, or disseminate or distribute any of this information, except as expressly permitted by this Agreement.
Website Access: For purposes of this Agreement, all websites that are owned, operated or hosted by or on behalf of Advedic, including, without limitation, Advedic's branded website athttp://www.Advedic.com, are referred to herein collectively as the "Advedic Websites". The Publisher agrees that it will not use the Advedic Websites or any content therein or data obtained there from for any other purpose and that it will not disseminate any of this information. The Publisher agree that it will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access or manage its account with Advedic or to monitor or copy the Advedic websites or the content contained therein except those automated means expressly made available by Advedic, if any, or authorized in advance and in writing by Advedic (for example, Advedic -approved third party tools and services). Advedic Websites contain robot exclusion headers and the Publisher agrees that it will not bypass Advedic's robot exclusion headers (including using any device, software or routine to accomplish that goal), or to interfere or attempt to interfere with the proper working of the Advedic websites or any program thereon, or Advedic system. Without limitation to the foregoing, the Publisher further agree that you will not take any action that imposes an unreasonable or disproportionately large load on the Advedic websites, any programs thereon, or Advedic's infrastructure, as determined by Advedic.
Trademarks: Advedic's logos and trademarks and any future trademarks, service marks or logos on all Advedic Websites are trademarks of Advedic or Advedic's licensors (the "Advedic Marks"). Without the prior written consent of Advedic or its licensors, Publisher shall not display or use in any manner any Advedic Marks.
Publisher's Website: The Publisher hereby acknowledge that Advedic is not responsible for the content or maintenance of Publisher's Websites, or websites owned or operated by any third party (including, without limitation, other advertisers), nor is Advedic responsible for order entry, fulfillment, payment processing, shipping, cancellations, returns or customer service concerning orders placed on Websites of Publisher or websites owned or operated by any third party (including, without limitation, other advertisers). The Publisher represents, warrants and covenants that all information provided by it in connection with this Agreement or on its Websites are, and will be, updated to remain, current and accurate. The Publisher agrees that its Websites do not contain any Advedic owned or licensed content, including, without limitation, any Advedic listings, except pursuant to a separate signed agreement with Advedic.
Traffic Limitations: Customer understands and agrees that from time to time Advedic services hereunder may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Advedic may undertake from time to time; or (iii) causes beyond the control of Advedic or which are not reasonably foreseeable by Advedic , including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures. Further any natural Calamity, Disasters Strike, War, Earth Quake, Act of God or any other unforeseen reason beyond the control of the Advedic which force/prevent Advedic to provide its services and complete its contractual obligations shall be excusable reason. While Advedic will attempt to provide the services on a continuous basis, Publisher acknowledges and agrees that Advedic has no control of the availability of the services on a continuous or uninterrupted basis. Publisher also understands and agrees that Advedic is not responsible for the functionality of any third party website or interface. Terms of this agreement are subject to Advedic hardware, software, and bandwidth traffic limitations. Failure to deliver because of technical difficulties does not represent a failure to meet the obligations of this contract.
4. PAYMENT POLICY
Advedic reserves the right to set rates as per Market rates. Market rates are less any payment transaction fees, campaign referral fees, cost-of-money / bad-debt fees, and applicable ad serving fees. Advedic reserves the right to set and negotiate specific payment terms on an individual basis. Publishers will typically be paid within Sixty (60) business days after the end-of-month. Publishers will be paid at the account level. All accounts will be settled in INR/USD. No Payment will be issued for any amount less than INR 2500/USD 500 and if all unpaid earnings for any month is less than INR 2500/USD 500, the same will roll over to the next Payment cycle. Any Publisher account that goes unpaid for six (6) months becomes payable in the next payment cycle and dismissal from the Network. Publisher payments will be withheld until the appropriate taxation documents are on file with Advedic. Publishers cannot refer themselves as a Publisher or as an Advertiser. Groups of Publishers cannot refer each other. All payments are based on actual as defined, accounted and audited by Advedic. In no event will payments be made on accounts that have not provided proper tax identification information. Advedic reserves the absolute right not to pay any accounts or Publishers that violate any of the terms and conditions set forth herein.
5. LIABILITY POLICY
Indemnification: Publisher is solely responsible for any legal liability arising out of or relating to (i) the content and other material set forth on the Publisher Websites and/or (ii) any content or material to which users can link through the Publisher Websites (other than through an advertisement supplied by Advedic ). Publisher hereby agrees to indemnify, defend and hold harmless Advedic and its information providers, officers, directors, affiliates, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, and third party service providers (each, "Advedic Entity" and collectively, the "Advedic Entities") and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Publisher Websites; (b) arising out of any breach by Publisher of this Agreement (including any representation or warranty herein); or (c) relating to a contaminated file, virus, worm, or Trojan horse originating from the Publisher Websites, except for any of the foregoing directly caused by Advedic 's gross negligence or willful misconduct. The Publisher also agrees to be solely responsible for defending any claim against any Advedic Entity, subject to Advedic's and such Advedic Entity's right to participate with counsel of its own choosing; provided that Publisher will not agree to any settlement that imposes any obligation or liability on Advedic's or any Advedic Entity without Advedic's prior express written consent. The Publisher also admits and acknowledges that in the event, any liability of whatsoever nature is fastened on Advedic or Advedic's Entity, it shall indemnify and keep indemnified Advedic and it's Entity from all such claims, losses, damages, actions, injuries, penalties, expenses, costs etc. and shall be liable to pay the same to Advedic or its Entity, as the case may be.
Warranty Disclaimer: The services hereunder, the data and all other Advedic websites, systems and code (collectively, the "Advedic material") and all creatives, third party websites, applications and/or emails (collectively, the "third party products") are provided or made available by Advedic on an "as is" and "as available" basis, and Advedic expressly disclaims all warranties of any kind, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Publisher expressly agrees that publisher's use of the Advedic materials and third party products, or any party thereof, is at publisher's sole risk. Advedic in no event represents and shall be responsible for not getting the expected quantity of advertiser, advertisements or click to the website of the publisher and such event shall not entitle the publisher to make any allegation or action against Advedic in whatsoever manner.
Specifically, but without limitation, Advedic makes no representation or warranty with respect to any of the following (and Advedic disclaims any and all responsibility for any loss, injury, claim, liability, penalty or damage of any kind whatsoever resulting from, arising out of or in any way related to the following): (i) that the Advedic materials or third party products, or any part thereof, shall be free of errors or omissions, including, but not limited to, technical inaccuracies or typographical errors; (ii) the availability, accuracy or uninterrupted use of the Advedic materials or the third party products or any portion thereof, any content thereon or any interface thereto; (iii) that the Advedic materials or third party products, or any part thereof, are free of defects, viruses or other harmful components; (iv) any third party websites or content therein directly or indirectly accessed through hyperlinks contained in any Advedic website; (v) publisher's use of any Advedic materials or third party products; (vi) any information, services or products provided or available through or in connection with Advedic, third party products, Advedic systems or Advedic websites or any results obtained through the use thereof, any information, services or products provided or available there from, or websites linked thereto or there from; or (vii) the success or results, economic or otherwise, that may be obtained by use of, or otherwise available from, the Advedic materials or the third party products, or any part thereof. (c) Limitation of Liability: neither Advedic nor any Advedic entity shall be subject to any liability for damages caused or allegedly caused by any failure to provide reference or access to all or any part of any website, delays in delivery or non-delivery of creatives, including, without limitation, difficulties with a customer or creatives, difficulties with a third-party server, or electronic malfunction, errors in content or omissions in any creative, failure of performance, other error, omission, interruption, deletion, defect, failure of delivery, delay in operation or transmission, computer virus, communications line failure, theft or destruction or unauthorized access to, alteration of, or unlawful use of records, whether based on breach of contract, tortuous behavior, negligence, or under any other cause of action or theory. in no event shall Advedic or any Advedic entity be liable for any indirect, special, incidental, consequential, punitive, or exemplary damages, arising out of the agreement, the use or inability to use any third party product or Advedic material or websites linked there from, or for any breach of warranty. publisher agree that it will not hold Advedic responsible for the selection or retention of, or any acts, errors, or omissions by, any third party in connection with any programs, third party products, Advedic systems or Advedic websites or websites linked to there from, including, without limitation, third party service providers, those with whom Advedic contracts to operate various portions of the Advedic systems, and/or Advedic websites and those to whom Advedic provides links for content, advertising and/or any other type of data or information. In no event shall the liability of Advedic or any entity for any direct damages exceed INR 100,000 (Indian Rupees One Lac Only) in the aggregate.
Public Release: Publisher shall not release any information regarding Campaigns, Creatives, or Publishers relationship with Advedic or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of Advedic. Advedic shall have the right to reference and refer to its work for, and relationship with, Publisher for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of Advedic and Publisher.
Remedy: If any Publisher violates or refuses to partake in their responsibilities, or commits fraudulent activity against Advedic, Advedic reserves the right to withhold payment.
Audit: Advedic shall have the sole responsibility for calculation of Publisher earnings, including Impressions and click through numbers. In the event Publisher disagrees with any such calculation, Publisher shall send a written request immediately, not beyond 7 days of such calculation sent by Advedic, to Advedic detailing, with reasonable specificity, Publisher's objections to calculations. Thereafter, Advedic will provide Publisher with an explanation or, if such calculations are determined by Advedic to be incorrect, an adjustment, of the numbers which explanation or adjustment, as the case may be shall be final and binding.
Privacy: Advedic's Privacy Statement is hereby incorporated into this Agreement. Publisher shall be subject to and bound by all of its terms and conditions as applicable.
Assignment: No rights or obligations under this Agreement may be assigned by Publisher without the prior written consent of Advedic. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. Advedic and any of its subsequent assignees may assign this Agreement, in whole or in part, or any of its rights or delegate any of its duties, under this Agreement to any party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
Governing Law: This Agreement will be governed by and construed in accordance with the Indian Law as applicable from time to time, without regard or reference to the conflict of laws provisions thereof. Each party hereto agrees that all disputes and litigation regarding this Agreement and matters connected with its performance shall be subject to the exclusive jurisdiction of the competent Courts of NEW DELHI.
Ability to Enter into Agreement: By executing this Agreement, Both Parties warrants that their Authorized Representative is at least 18 years of age, and that there is no legal reason that both parties cannot enter into a binding contract and further represents that the representative/Executant has been duly authorised and empowered.
Confidentiality and Non-Disclosure: "Confidential Information" means any information disclosed to Publisher by Advedic, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that Publisher can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to Publisher by Advedic ; (ii) enters the public domain by being made generally available after disclosure to Publisher by Advedic , other than through Publisher's action or inaction; or (iii) is in Publisher's possession, without confidentiality restrictions, prior to the time of disclosure by Advedic as shown by its files and records. Publisher shall not at any time (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to its employees and agents who have a legitimate need to know such information and are bound in writing by confidentiality and non-use restrictions not less protective than those contained herein), or (b) use, reproduce or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to it and in accordance with the Agreement. The Publisher agrees to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. The Publisher may disclose Confidential Information if required by law, provided that it give Advedic prompt written notice prior to such disclosure and it provide assistance in obtaining an order protecting the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legally required disclosure. All Confidential Information shall remain Advedic 's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Advedic immediately upon Advedic 's request, and also, upon termination of this Agreement. The Publisher agrees and undertakes not to issue any press release or other public statement regarding this Agreement, Advedic, and/or Advedic's affiliates, or partners without the prior written consent of an authorized person at Advedic.
Independent Contractor: The relationship of the parties is and at all times shall remain one of independent contractors. Neither party is in any way a partner, joint venture, affiliate, agent or representative of the other for any purpose whatsoever, nor has the legal right or authority to make any representation, warranty, promise, guaranty or agreement in the name of or for the account of the other under this Agreement, except as otherwise expressly authorized by a party under this Agreement.
Notices: Except as expressly set forth herein, any notices to be given by pursuant to this Agreement shall be in writing, signed by either Party, and sent by: (i) facsimile transmission; (ii) overnight courier service, charges prepaid; or (iv) email, to the party to be notified, addressed to the other party at the following address, or sent by facsimile or by email to the following facsimile number or email address, or such other address, facsimile number or email address as either party may have substituted by notice given to the other party as provided below in accordance with this provision. The receipt of such notice shall constitute the giving thereof: For Advedic PVT. LTD 78/205, barracka road II lane, Chennai - 600012 Email: email@example.com
Severability: If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to this Agreement and has like economic effect.
Attorneys' Fees: If any action in law or in equity is necessary to enforce this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs and expenses in addition to any other relief to which such party may be entitled.
Prior Agreement: The terms in this Agreement supersedes and replaces any and all previous agreements terms between the parties.
Conflict with other agreement: In the event of any ambiguity or discrepancy between the provisions of this Agreement and any other document including but not limited to Insertion Orders, Release Orders or as the case may be, the provisions of this Agreement shall prevail and accordingly the Parties shall give effect to the provisions of this Agreement.