PUBLISHERS AGREEMENT FOR MOBIDEA
The use of this website is subject to the following Terms of Service:
1.1 “Publisher” means the media company;
1.2 “MOBIDEA” means an internet website which offers advertising solutions to monetize mobile and internet inventory spaces;
1.3 “Parties” shall mean the Publisher and Mobidea together;
1.4 These are the terms and conditions under which the Publisher is willing to provide and make available to MOBIDEA advertising space from the Publisher’s own stock of Internet advertising space or purschased on third party platforms;
1.5 The Parties hereby agree that this is the sole agreement that will be signed between them;
1.6 Following the previous number, the Parties also agree that the modification, revocation as well as the insertion of any new conditions to this Agreement shall be made through a written amendment signed by both Parties;
1.7 It is MOBIDEA’s intention to purchase advertising space from the Publisher’s stock of internet advertising space, paying to the latter a certain amount through the payout model Under described in Clause 3 (FEE AND PAYMENT CONDITIONS);
1.8 The Parties will remain, at all time, primarily liable to each other under the terms mentioned in this Agreement.
2. SPACE SUPPLY
2.1 Through the present Agreement, the Publisher shall provide an internet advertising space to MOBIDEA and shall apply all of its better resources and skills for the supply of the said space.
2.2 The space to be supplied by the Publisher to MOBIDEA as well as other technical and / or specific conditions related to it shall be determined through access of the Publisher to MOBIDEA’s website.
2.3 The Publisher recognizes that MOBIDEA users are available to send their traffic to another link based on a minimum eCPM for each segment and that this eCPM is calculated based on MOBIDEA's global data. Furthermore, the Parties recognize that the performance fallback allows the users to select the eCPM that MOBIDEA needs to beat and if MOBIDEA's global performance is lower than the value the user sets, the traffic will be redirected to the fallback URL of the user's choice.
2.4 The Parties recognize that it is given the possibility to monetize the traffic through MOBIDEA's algorithm and that it will be automatically selected the offer with the higher eCPM of each segment. Nevertheless, MOBIDEA is not able to guarantee that it will be achieved the same eCPM on that segment since it will depend also on the traffic quality.
2.5 Concerning the single offers CPA, MOBIDEA gives the possibility to promote a single offer, being able to show the maximum payout that the Publisher can achieve on each segment, however, MOBIDEA cannot guarantee that the Publisher will achieve the same eCPM on that segment since it will also depend on the traffic quality. Concerning the single offers CPI, MOBIDEA gives the possibility to promote a single offer, being able to show the possible range of payouts that the Publisher can achieve on each segment, however, this range of payouts is subject to change and therefore, if the payout is changed, MOBIDEA will inform, by e-mail.
2.6 Any modifications to the conditions of the advertising space as well as others related to it as determined in the instructions / information that the Publisher has given to MOBIDEA shall be made through the same procedure as mentioned in the previous number.
2.7 Publisher shall comply with lawful and reasonable directions regarding the advertising space communicated to it, from time to time, by MOBIDEA since it does not cause the Publisher to incur in extra costs.
2.8 Each party shall at all times cooperate with the other in good faith. Furthermore, MOBIDEA, on an ongoing basis, shall follow Publisher’s reasonable directions with respect to the advertising space.
3. FEE AND PAYMENT CONDITIONS
3.1 The payment of the fee by MOBIDEA to the Publisher is irrespective of whether MOBIDEA resells any advertising space or not to an advertiser or otherwise.
3.2 For the supply of the advertising space, MOBIDEA will pay an 80% (eighty per cent) revenue share to each and every Publisher.
3.3 In addition to the revenue shares mentioned in the previous number and that the Publisher is entitled to, MOBIDEA will also pay a bonus to the Publisher if he refers the Mobidea Program to other third party Publisher.
3.3.1 For each third party Publisher that the Publisher has referred to the Mobidea Program, the Publisher will have right to be paid 5% (five per cent) of all net revenue generated by the referred third party Publisher for 1 (one) year starting from the affiliation date.
3.3.2 For this purpose, the Parties agree that only the newly established accounts will be eligible for the bonus and that no individuals or companies with pre-existing accounts on the Mobidea Program shall be considered eligible for the effect.
3.3.3 Also, any accounts that have been suspended or terminated from Mobidea Program due to fraudulent or improper activity or for any other reason for termination are not eligible for the payment of the bonus to the Publisher. Only one account per individual or company will be eligible for the Bonus.
3.3.4 The Publisher as well as the third party Publishers are prohibited from "referring" their own accounts / sales. Through the present Agreement, the Publisher aknowledges that such "self-referrals" will result in the termination of all accounts operated by the Affiliate
3.4 In case both Parties do not wish to proceed according to the payment method mentioned in the previous numbers, a custom revenue share payable to the Publisher by MOBIDEA shall be determined in written between the Parties. In case it is agreed between the Parties this custom revenue share, the Publisher will not be entitled to any bonus and, therefore, the previous numbers shall not apply.
3.5 The form of payment to the Publisher and agreed by the Parties under the conditions set forth in the present clause can be chosen by the Publisher in Mobidea Program available at MOBIDEA’s website.
3.6 The payments to the Publisher shall be processed in full by MOBIDEA without set-off, reduction or withholding on any account whatsoever and within 7 (seven) days of receipt of the invoice if another information is not mentioned. All MOBIDEA payments are made on demand.
3.7 If MOBIDEA fails to pay any amount due under the present Agreement, the Publisher will be able to, without prejudice to any other right or remedy available, suspend the provision of the advertising space until MOBIDEA proceeds to the liquidation of the amount due at the time.
3.8 The payments to the Publisher shall be made by MOBIDEA by wire/bank transfer, Paxum, Payoneer, Payza and Epayments. The payment method shall be decided by the Publisher by accessing to MOBIDEA’s website, being the payment fees charged by the bank or payment provider deducted from the amount due to the Publisher.
3.9In order to withdraw money from the account, the Publisher must have generated 50€ and have all documents approved after uploading them.
4. DURATION AND TERM
4.1 The present Agreement shall have its beginning in the present date of signature and last until the Publisher fails to respect any of the clauses written in this contract.
4.2 Either Publisher or MOBIDEA may terminate this Agreement at any time forthwith by written notice to the other if:
4.2.1 the other party breach this Agreement in a irremediable way or, if remediable but not within the 45 (forty five) days after the service of written notice requiring the same; or
4.2.2 the other party becomes bankrupt, insolvent, enters into liquidation whether voluntary or compulsory, passes a resolution for its winding up or an order is made or a resolution is passed for the winding-up of the other party or an administration order is made or an administrator is appointed to manage the affairs, business and property of the other party or a receiver and/or manager and/or administrative receiver is appointed in respect of all or any of the other party’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager and/or administrative receiver or administrator which entitle the court to make a winding-up or bankruptcy order or administration order; or the other party takes or suffers any similar or analogous action to the foregoing in consequence of debt.
4.3 Neither Party shall have any remedy against the other based on the termination of this Agreement. The termination of the present Agrement shall be without prejudice to the rights of either party accrued at the date of such termination.
5. ADVERTISING SPACE FEES
All the fees correspondent to revenue from the use of the advertising space and directed to MOBIDEA are exclusive of Value Added Tax as well as any other applicable duties and / or taxes, all of which shall be for MOBIDEA’s account.
6.1 The parties agree that MOBIDEA shall provide daily reports to the Publisher as to number or sign ups as well as the revenue generated.
6.2 The reports mentioned in the previous number may include statistics which the Publisher, acting reasonably, deems relevant, reporting on various aspects of the advertising space.
7. WARRANTIES AND RULES OF CONDUCT
7.1 Both Parties guarantee to each other that:
7.1.1 this Agreement is executed and signed by a duly authorised representative of the warranting Party;
7.1.2 they have full capacity and authority and all the necessary licences, permits and consents (including, where its circumstances and procedures so require, the consent of its parent company) to enter into and to perform this Agreement and shall maintain the same during the term of this Agreement;
7.1.3 they are not insolvent or unable to pay their debts, that no order has been issued or any petition requested or resolution passed for its winding up or for an administration order and no receiver, administrative receiver or administrator or manager has been appointed by any person of its business or assets or any part thereof nor has any equivalent event like the ones mentioned taken place.
7.2 The Publisher guarantees to MOBIDEA, in any way or form, that the advertising space will meet MOBIDEA’s requirements but it will not be able to guarantee that the space will be uninterrupted, timely, secure or error free.
7.3 The supply of the advertising space shall be in compliance with all applicable laws, enactments, orders, regulations and other similar instruments in each jurisdiction in which the space is supplied and in each country or territory which exercises effective jurisdiction over the use of the said space.
7.4 MOBIDEA warrants that:
7.4.1 the use of the space shall be in compliance with all applicable laws, enactments, orders, regulations, and other similar instruments in each jurisdiction in which the Inventory Space is supplied and in each country or territory which exercises effective jurisdiction over the use of the space; and
7.4.2 the use of the space and MOBIDEA’s actions pursuant to this Agreement shall not infringe the intellectual property rights of any third party.
7.5 The Publisher is not responsible, in any way, for the products or services which are being advertised or displayed, therefore, the responsibility in this matter relies entirely on MOBIDEA.
7.6 Notwithstandind the previous numbers, the Publisher will assume full legal liability corresponding to unauthorized / illegal advertising content, violation of intellectual property rights, deceptive, unfair and / or false advertising or any other form of unlawful conduct. Should any law enforcement agency, internet service provider or other individual or entity provide MOBIDEA with notice that the Publisher has engaged in unlawful conduct or conduct in violation as mentioned before, MOBIDEA reserves the right to cooperate in any investigation related to the Publisher activities.
7.7 The Publisher will be fully responsible for all of their campaigns and ensures that all the content and the advertising material to be used in each campaign will be according with the rating established by each country and operator. The Publisher shall be fully responsible for the payment of all sanctions, liquidations, fines, penalties which may be imposed for non-compliance with applicable laws and regulations related to any marketing campaign or to the generation of mobile web traffic by the Publisher to the services under the scope of this Agreement.
7.8 Following the procedure mentioned in Clause 6 (REPORTING), the Parties undertake to pay attention to paused campaigns. Notwithstading being able to promote specific campaigns, the Publisher must always pay attention and confirm if the campaigns are active or not. Meanwhile, MOBIDEA undertakes severally to inform and ask the Pusblisher, by e-mail, to stop and/or pause the segments if any campaign is not active. In case the Publisher continues to send traffic related to paused campaigns, this traffic will be automatically redirected to different campaigns. Furthermore, in case the Publisher does not change its proceedings in this matter, its users will be redirected to MOBIDEAs algorithm and, in these cases, MOBIDEA is unable to guarantee the same eCPM that the Publisher was receiving for the offer.
7.9 The Publisher shall indemnify, defend and hold MOBIDEA harmless during and after the Term of this Agreement from and against all claims, demands, suits, judgments, damages, costs, losses, liabilities (including settlements entered into in good faith with Publisher´s consent) and expenses of any nature (including reasonable legal fees and expenses) arising out of actions brought by third parties in connection with or related in any way to, directly or indirectly any claim that MOBIDEA´s use of the Content as approved in accordance with the provisions of this Agreement, infringes the rights of any third party. MOBIDEA will notify the Publisher promptly and in writing of any such claims or proceedings.
8. LIMITATION OF LIABILITY
8.1 Each Party hereby excludes any Liability for Breach of Duty other than any such Liability arising from this Agreement.
8.3 Neither Party shall have liability in relation to the other for:
8.3.1 loss of revenue;
8.3.2 loss of actual or anticipated profits;
8.3.3 loss of contracts;
8.3.4 loss of the use of money;
8.3.5 loss of anticipated savings;
8.3.6 loss of business;
8.3.7 loss of opportunity;
8.3.8 loss of goodwill;
8.3.9 loss of reputation;
8.3.10 loss of, damage to or corruption of data; or
8.3.11 any indirect or consequential loss; and such liability is excluded whether it is foreseeable, known, foreseen or otherwise.
9. NON-DISCLOSURE AND DATA OWNERSHIP
9.1 Any confidential information and proprietary data provided by one Party (including any Advertisement description, the pricing of any Advertisement or Publishers personal/company documents), shall be deemed “Confidential Information” of the disclosing Party. Confidential Information shall be kept in the strictest confidence and shall be protected by all reasonable and necessary security measures. Confidential Information shall not be released by the receiving party to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations. Neither Party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.
9.2 All personal identifiable information initially gathered regarding individual web users is property of MOBIDEA and is considered Confidential Information. Nevertheless, both Parties may use such information on an aggregated, nonidentifiable basis.
10. PUBLISHER’S EXEMPTION
MOBIDEA shall defend and hold harmless the Publisher, its parents, subsidiaries, affiliates, officers and employees, against all liabilities, claims and expenses that may arise from an eventual breach by MOBIDEA.
11. GENERAL PROVISIONS
11.1 This Agreement contains all the terms agreed between the Parties regarding its subject matter and supersede and exclude any prior agreement, understanding or arrangement between the parties, whether oral or in writing.
11.2 The Parties are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, representative status or employment relationship between them. Neither Party has authority to and shall not make any representations or incur any liability or cost or enter into any contracts or other arrangements involving the other party in financial or other commitments without that other party’s express prior approval in writing; nor shall either party hold itself out as having authority to do the same.
11.3 Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that and for so long as such delay or failure results from circumstances beyond its control (“event of force majeure”). In the event an event of force majeure occurs, the party suffering the event of force majeure shall notify the other party as soon as reasonably practicable of becoming aware of such event. If any event of force majeure continues for a period exceeding 3 (three) weeks, the Party not suffering the force majeure shall have a right to terminate this Agreement immediately on written notice to the other Party.
11.4 All notices and other communications required or permitted to be served or given shall be in writing and sent by email to the intended recipient’s address as follows :
11.5 Notices shall be treated as having been served 2 (two) working days after posting or dispatch if sent by first class post or courier, and on confirmation of transmission if sent by facsimile.
11.6 Either Party’s failure to enforce or exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that Party’s right later to enforce or to exercise it.
11.7 Those provisions that either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall survive termination of this Agreement.
11.8 The parties shall do and execute all such further acts and things as are reasonably required to give full effect to the rights given and the transactions contemplated by this Agreement.
11.9 No variation to the scope or terms of this Agreement shall take effect unless agreed in writing between the Parties.
11.10 This Agreement shall be governed by and construed in accordance with the Laws of Cyprus.
11.11 For any disputes related to this Agreement or other signed by the Parties between them, it will be submitted to the Cyprus courts.
12. INTERPRETIVE PROVISIONS
12.1 In this Agreement, “Conditions” means these standard terms and conditions.
12.2 Where the context so admits or requires words denoting the singular include the plural and vice versa, words denoting any gender (or the neuter) include both genders and the neuter; and words denoting persons shall include partnerships, bodies corporate and unincorporated associations of persons and vice versa (including persons, individuals, companies, firms, governments, states, regional or local authorities, agencies of a state, joint ventures, trusts, charities, societies, funds, associations (whether or not having separate legal personality and whether incorporated or not)).
12.3 Clause headings are for ease of reference and do not form part of nor shall they affect the interpretation of this Agreement.
12.4 References to each party herein include references to its successors in title, permitted assigns and novatees.
12.5 In case of any conflict between other agreement signed between the Parties and the conditions and terms hereby agreed, the order of priority shall be these Conditions.
12.6 No third party - who is not a party to this Agreement - shall acquire any rights under this Agreement or be entitled to benefit from any of its terms even if that person has relied on any such term or has indicated to any party to this Agreement its assent to any such term.
12.7 Except as expressly stated in these Conditions, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.