Last Updated: October 24, 2017
You are encouraged to read the terms and conditions before purchasing or accessing any of the services. By completing the electronic acceptance process, checking ‘I Agree’ checkbox, clicking the “Send” or “Accept” buttons, you and any party or entity that you are using/purchasing the service on behalf of, represent and warrant that: (i) you are authorized to bind yourself and any other party on whose behalf you use the service and/or software; and (ii) you agree to be bound by all of these terms.
Unless otherwise agreed in a writing mutually executed by both parties, these MediaTraderz Monetization Terms and Conditions, the Google DoubleClick Ad Exchange (AdX) Seller Program Guidelines (available at: https://www.google.com/doubleclick/adxseller/guidelines.html) and Channels primary Policy(s) of use as may be updated from time to time at Channel’s sole discretion, constitutes the agreement (collectively, the “Agreement”) and is entered into by MediaTraderz whose principal place of business is at 14A, Abba-Hillel Rd. Ramat-Gan, Israel 5250607 (“MediaTraderz”) and the entity agreeing to the terms below (“Publisher”) and is effective on the first day of the calendar month that the Publisher accepts this Agreement by clicking the “Accepted and Agreed” button (“Effective Date”);
The words “include” and “including” will not limit the generality of any words preceding them;
Publisher hereby acknowledges and agrees that MediaTraderz shall provide non-exclusive worldwide digital Advertising services to Publisher during the Term in connection with the non-exclusive world-wide placement of Advertising in all mediums and forms, now known or later developed (collectively, the “Services”) in connection with the above website(s) (individually and collectively, the “Site”).
“Advertising”, for purposes of this Agreement, shall be defined as any and all text, graphical and/or video advertisements served on the Site or in connection with any of the Site’s URLs or redirected URLs anywhere in the world, including, but not limited to, advertisements sold through third party advertising networks, sponsorships, affiliate programs and any other revenue-generating or value-creating placements on the Site.
3.1. The Site shall have and maintain industry standard functionality during the term at least sufficient to support Internet Advertising Bureau standard Advertising units, video units, rich media units and custom editorial and promotional modules, as such may be mutually modified by the parties hereto (collectively, the “Site Functions”). Publisher shall maintain the Site in accordance with reasonable industry standards. Publisher acknowledges that MediaTraderz has no responsibility to review the content of the Site. The Site shall not contain, or contain links to, content promoting the use of illegal substances; pornography; content promoting illegal activity such as underage drinking or drug use, racism, hate speech, “spam,” mail fraud, pyramid schemes, or investment opportunities or advice not permitted by law; or content that is libelous, defamatory, contrary to public policy, or otherwise unlawful, except that the foregoing shall not apply to any third-party content on or within any user originated content forums or message boards on the Site.
3.2. Publisher shall not authorize, permit (to the extent within Publisher’s control), engage in, or enable the use of any deceptive, incentivized, mechanical, computerized, artificial, fraudulent or other invalid means to increase the number of impressions, page views, click-throughs or any other measure of traffic on or in connection with the Advertising inventory, including, without limitation, by any of the following means: (i) traffic generated by script, macro or any other automated means with the intent to impair the integrity of the traffic generation process; (ii) traffic generated by misleading or incentivized means, including Publisher, its employees, contractors or agents clicking on any Advertising; and/or (iii) offering an end user any inducement of any kind to click on any Advertising (e.g., paying a user to click on an ad, etc.), except in the course of standard website operation (collectively, “Fraudulent Activity”). For the avoidance of doubt, any impression, page view, click-through, or any other measure of traffic considered by MediaTraderz in its good faith discretion to have been generated by means of Fraudulent Activity prohibited under this Section 2 shall not be counted for purposes of calculating any amounts due to Publisher hereunder.
3.4 Publisher represents warrants and undertakes that Publisher owns and/or holds all necessary permissions to use and/or distribute each Site. To the extent Publisher is a Network (Sales House) that comprises of many publishers, each Publisher must sign a Seller Partner Registration Addendum directly with MediaTraderz as well as to register on the Google Network Partner Management.
3.5 Publisher accepts full liability for the actions and/or inactions of its Group Companies as if such actions or inactions were Publisher’s own. “Group Company” means in relation to each of the Parties: (a) any parent company of that Party; and (b) any corporate body under the direct or indirect control of the party or which is directly or indirectly controlled by the same person or group of persons as is that party.
3.6 Publisher will immediately notify MediaTraderz of any change in the control of any URL (and associated Site) included in the Site, which may result in non-compliance with any of the provisions of this Agreement; and from the effective date of such change, the relevant URL (and associated web pages) will be deemed excluded from the Site.
3.7 Publisher is solely responsible for all content appearing on Publisher’s Properties, and will defend, indemnify and hold harmless MediaTraderz and advertisers made use Publisher’s Ads (and their respective officers, directors, employees, shareholders, affiliates, representatives and agents) from and against any loss, damage, liability and expense (including reasonable attorneys’ fees, costs and expert witness expenses) relating to any third party claim regarding Publisher’s Site (excluding the content of the Advertising). Publisher acknowledges that advertisers made use of Publisher’s Sites are intended third parties beneficiaries of the indemnities from Publisher, and Publisher will not assert against any such advertiser any defense based on lack of privity of contract should such an advertiser seek indemnification from Publisher under the Agreement.
3.8 All contracting with advertisers, billing and collections shall be MediaTraderz’s responsibility. Publisher shall cooperate with MediaTraderz as reasonably requested, in connection with the rendering of Services, including, without limitation, establishing placement procedures and providing technical and access assistance in the placement, configuration and installation of Advertising, and data collection. MediaTraderz shall use commercially reasonable efforts to promote and secure Advertising and placement promotions for the Site. Publisher shall not alter, modify, or adapt Advertising creative elements or links in any manner without MediaTraderz’s prior written consent. MediaTraderz will be responsible for the location of Advertising on the Site, subject to the consent of Publisher, such consent not to be unreasonably withheld, delayed or conditioned. Publisher will have the right to object in good faith to and have removed from the Site, upon prior written notice to MediaTraderz, any Advertising that according to Publisher in its reasonable good faith determination is objectionable or materially detracts from the end user experience on the Site, or is inappropriate for the Site end user demographics.
4.1 For each calendar month in connection with an Advertising placement on Publisher’s Sites, MediaTraderz will aggregate the amounts due Publisher from the associated payments actually received from Monetization Channels (the “Monthly Revenue”), and report any Monthly Revenue to Publisher after the end of such calendar month.
4.2 MediaTraderz shall pay Publisher seventy percent (70%) of the Monthly Revenue (the “Publisher Share”) within thirty (30) days after the end of the applicable calendar month, provided that at that time MediaTraderz’s bank account has already been credited by the Monetization Channel with the applicable Monthly Revenue, and provided that the total amount of the Publisher Share is greater than US $500 (five hundred US Dollars). Should the total amount of the Publisher Share be less than $500, such amount will be carried over to the following calendar month and paid together with the Publisher Share for such following calendar month. Publisher Share will be paid directly to Publisher’s designated bank account which details are collected immediately after Publisher is approved as MediaTraderz’s network partner.
4.3 MediaTraderz has the right to engage third party payment services in the execution of transferring payments to Publisher. Any wiring costs associated with the transfer of payments by MediaTraderz to Publisher, as well as any applicable taxes, shall be borne by Publisher. All applicable fees, taxes and expenses shall be deducted from the Payment made to Publisher. All payments will be made in US Dollars or as otherwise agreed by the Parties in writing.
4.4 Monthly Revenue Accounting. All Advertising billing, invoicing and collection shall be MediaTraderz’s responsibility; provided, however, that MediaTraderz shall not be obligated or required to bring any lawsuit or engage any collection services to recover amounts due from Advertising placements. MediaTraderz does not represent, warrant or guarantee that any payment will be made by any advertiser, irrespective of whether the Advertising placement has been recognized, and MediaTraderz shall not be liable to Publisher, in any way, for any non-payment by any advertiser, other than with respect to the Publisher Share contemplated hereunder. MediaTraderz’s calculation of the Publisher Share shall be final and binding, absent manifest error. Notwithstanding anything contained herein, in the event: (i) MediaTraderz is not paid by an advertiser in connection with an Advertising placement for which MediaTraderz has paid Publisher within one hundred eighty (180) days following the end of the run period for such Advertising placement (each, a “Shortfall”); and/or (ii) MediaTraderz believes any component of the Publisher Share has been generated by Fraudulent Activity in violation of Section 2 of this Agreement, then MediaTraderz shall have the right to deduct from the Publisher Share payable hereunder the amount of any such Shortfall and/or Fraudulent Activity amounts, as applicable. If the Publisher Share is not sufficient to cover such amounts, then Publisher shall refund such amounts to MediaTraderz within fifteen (15) days of MediaTraderz’s written notice to Publisher to such effect.
6.1 MediaTraderz makes no, and expressly disclaims any, warranties, express or implied relating to the functionality of the MediaTraderz advertising network or the Services, including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, non-infringement, the amount of revenue generated from Services, or the MediaTraderz advertising network or otherwise, including, but not limited to, the functionality, performance or results of use thereof.
6.2. Each party represents and warrants to the other that: (a) it has the full power and authority to enter into this Agreement and fully perform all of its obligations hereunder without violating the legal or equitable rights of any third party; (b) it has all rights necessary to enter into this Agreement and to grant the rights hereunder; and (c) that any materials provided by such party to the other party are free of any software virus, worm, virus macro, Trojan horse or other such component designed to permit unauthorized access, to disable, erase or otherwise harm or maliciously alter software, hardware or data.
6.3 EXCEPT AS OTHERWISE SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT. THE SERVICES PROVIDED BY MEDIATRADERZ ARE ON AN “AS IS” BASIS AT PUBLISHER’S SOLE RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BOTH PARTIES EXPRESSLY DISCLAIM: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND (II) ANY WARRANTY REGARDING THE SERVICES OR THE RESULTS OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THEIR CORRECTNESS, QUANTITY, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS OR CONTINUED AVAILABILITY.
Either party may terminate this Agreement immediately: (a) upon the material breach of any term or condition in this Agreement unless such breach is cured within thirty (30) calendar days following receipt of written notice to the breaching party; or (b) if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes subject as a bankrupt to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated its business voluntarily or otherwise. Additionally, either party may terminate this Agreement at any time upon not less than thirty (30) days prior written notice; provided, however, any Advertising placements agreed to pursuant to Section 5 of the Business Terms shall survive such termination in accordance with the terms and conditions set forth herein.
8.1 In the course of our dealings under these Terms, we may exchange “Confidential Information,” defined as any trade secrets, or non-public or proprietary information or materials provided by the disclosing party (“Discloser”), that is designated in writing as confidential, or that ought to be considered confidential by the receiving party (“Recipient”) based on the nature of the information or materials and the circumstances of disclosure. For three (3) years from the date of disclosure of the relevant Confidential Information: (a) the Recipient will not use the Discloser’s Confidential Information other than in furtherance of our relationship in accordance with these Terms; and (b) the Recipient will not disclose the Discloser’s Confidential Information except to the Recipient’s employees, contractors, directors, shareholders and legal and financial advisers who have a reasonable “need to know” and are bound by reasonable confidentiality obligations comparable to those herein; provided, however, that Recipient’s confidentiality obligations regarding trade secrets shall be perpetual. The Recipient will take the same precautions to safeguard the Discloser’s Confidential Information as for its own Confidential Information, but not less than reasonable measures. Each party retains exclusive ownership of its own Confidential Information.
8.2. The confidentiality restrictions of this paragraph shall not apply to information that: (i) was independently developed without any use of the Confidential Information of the Discloser as established by written evidence; (ii) was in the public domain at the time it was disclosed or enters the public domain through no act or omission of the Recipient; (iii) was rightfully known to the Recipient, without restrictions on disclosure, prior to the time of disclosure; or (iv) is disclosed pursuant to applicable law or the order or requirement of a court, administrative agency or other governmental body (provided Recipient uses reasonable diligence to limit disclosure, and to obtain confidential treatment for the relevant Confidential Information or an appropriate protective order, and has provided Discloser reasonable notice to enable Discloser to participate in the legal proceedings).
8.3 Upon termination of the Agreement, or upon written request by the Discloser, the Recipient shall: (i) cease using the Confidential Information, (ii) return or destroy the Confidential Information and all copies, notes or extracts thereof to Discloser within fourteen (14) business days of receipt of request; and (iii) upon request of Discloser, confirm in writing that Recipient has complied with these obligations.
Each party (“Indemnifying Party”) agrees to indemnify and hold harmless the other party, its parents, affiliates, subsidiaries and its and their officers, directors, consultants and/or employees (collectively, “Indemnified Party”) from and against any cost, loss or expense (including reasonable attorney’s fees) resulting from any claims by third parties for loss, damage or injury caused by any breach of a representation, warranty or covenant of this Agreement by the Indemnifying Party; provided, however, that the Indemnified Party provides the Indemnifying Party with: (a) prompt written notice of such claim or action; (b) sole control and authority over the defense or settlement of such claim or action; and (c) proper and full information and reasonable assistance to defend and/or settle any such claim or action, at the Indemnifying Party’s reasonable expense; provided, however, there shall be no obligation by the Indemnifying Party to indemnify the Indemnified Party where such claims result from the gross negligence or knowing and willful misconduct of the Indemnified Party. The Indemnified Party shall have the right, at its expense, to retain legal counsel and/or to participate in and monitor the defense of the claim, provided that the Indemnifying Party shall have the right to direct and control such defense, and the Indemnifying Party shall not settle any such claim or action without the Indemnified Party’s prior written approval (not to be unreasonably withheld in light of the nature of the claim or action and the terms of such proposed settlement).
NEITHER PARTY SHALL BE LIABLE TO THE OTHER (OR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM A PARTY’S RIGHTS HEREUNDER) FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER FOR BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) AND IRRESPECTIVE OF WHETHER A PART WAS ADVISED, HAD REASON TO KNOW OR KNEW OF THE POSSIBILITY THEREOF. IN ANY OCCURRENCE, A PARTY’S MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID AND PAYABLE BY MEDIATRADERZ TO PUBLISHER HEREUNDER IN CONNECTION WITH THE APPLICABLE SERVICES CAMPAIGN UNDER WHICH AN APPLICABLE CLAIM AROSE. THE FOREGOING SHALL NOT LIMIT A PARTY’S (A) PAYMENT OBLIGATIONS UNDER THE AGREEMENT; (B) INDEMNIFICATION OBLIGATIONS UNDER SECTION 14; (C) LIABILITY FOR ANY BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 11; OR (D) LIABILITY FOR ITS INFRINGEMENT OR MISAPPROPRIATION OF ANY PROPRIETARY RIGHTS OF THE OTHER PARTY.
This Agreement and any dispute (contractual or non-contractual) concerning this Agreement or its subject matter or formation (a “Dispute”) is/are governed by Israeli law. Any Dispute shall be referred to and finally resolved by the competent court in Tel-Aviv, Israel.
The Agreement and our relationship hereunder do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between us, and neither of us shall suggest otherwise. Each party shall be responsible for complying with all applicable export and tax laws, regulations and rules (including, without limitation, paying all taxes applicable to its income), and for satisfying all its responsibilities regarding its own employees.
Publisher may not assign, pledge or transfer in any other way any of its rights or obligations under the Agreement without the prior written consent of MediaTraderz. However, MediaTraderz shall have the right to assign its rights and obligations under this Agreement to any third party upon providing Publisher with a prior written notice and provided that any such transfer does not have an adverse material effect on the Publisher.
14.1 Publisher may not assign, pledge or transfer in any other way any of its rights or obligations under the Agreement without the prior written consent of MediaTraderz. However, MediaTraderz shall have the right to assign its rights and obligations under this Agreement to any third party upon providing Publisher with a prior written notice and provided that any such transfer does not have an adverse material effect on the Publisher.