1. Definitions
| Oxado | Oxado Europe Ltd, an Irish limited company registered under number 405068, with address 44-45 St. Stephen's Green, Dublin 2. |
|---|---|
| You | The entity identified in an enrolment form submitted by the same of affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement. |
| Agreement | The agreement between You and Oxado, consisting of these Oxado for Publishers Terms and Conditions. |
| Terms and Conditions | This document. |
| Program | The Oxado for Publishers program, as defined herein. |
| Ads | Advertisements served by Oxado, provided by Oxado or a third party. |
| Banners | A group of Ads visually grouped together. |
| Site | Web site designated by You and registered as specified in section 2. |
| Destination Page | Any Web page accessed by an end user after clicking on any part of a Banner. |
2. Program Participation
Participation in the Program starts after registration, acceptance of these Terms and Conditions and validation of your e-mail address.
By registering, You represent and warrant that all information provided by You to Oxado is correct and current and that You have all necessary right, power and authority to enter into this Agreement and to perform the acts required of You hereunder.
Participation in the Program is subject to Your continued compliance with these Terms and Conditions.
3. Site registration
You are required to register each Site on which You wish to display Ads served by Oxado. Prior and on-going review and approval of the Site by Oxado is necessary for Ads to be served on said Site. Oxado reserves the right to reject, suspend or cancel registration of any Site at any time in its sole discretion.
By registering a Site, you represent and warrant that You are the owner of each Site or that You are legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Agreement and the Program.
You further represent and warrant that the Site and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances and regulations; (ii) do not breach and have 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; and (iii) are not hate-related.
Upon registration, You are required to indicate whether your site contains any content that should be viewed only by adult persons, including but not limited to, pornography, violent content, or any content related to gambling, alcohol, tobacco or drugs.
4. Implementation and Operation of Ads
By including in Your Site(s) the code provided by Oxado, you agree to have Oxado deliver, display, track and report Ads and Oxado Brands in connection with Your Site. You shall comply with the specifications provided by Oxado, which may be modified from time to time.
You agree not to modify the code provided to You by Oxado in any way, unless expressly authorized in writing by Oxado (including by electronic mail).
Oxado will use commercially reasonable efforts to provide You with corresponding Ads, as applicable and as available.
All content-based Ads shall be grouped by Oxado and displayed to end users of the Site(s) as Banners in standard formats as offered generally by Oxado from time to time. You may select a format offered by Oxado for the display of Banners.
You acknowledge and agree that Ads shall only be displayed in connection with the Site(s) and shall be subject to the placement guidelines set forth herein.
5. Communications Solely With Oxado
You agree to direct to Oxado, and not to any advertiser, any communication regarding any Ad(s) displayed in connection with Your Site(s).
6. Parties' Responsibilities
You are solely responsible for the Site(s), including all content and materials, maintenance and operation thereof, traffic generation, the proper implementation of Oxado's specifications, and adherence to the terms of this Agreement.
Oxado reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access Ads, or any engagement in any activity prohibited by this Agreement.
Oxado is not responsible for anything related to Your Site(s), including without limitation the receipt of queries from end users of Your Site(s) or the transmission of data between Your Site(s) and Oxado.
In addition, Oxado shall not be obligated to provide notice to You in the event that Ads are not being displayed properly to end users of the Site(s).
7. Payment
Each Ad has an associated validation action and related revenue determined by Oxado, which may be among: revenue per impression, revenue per click, revenue per contact, revenue per sale. Upon legitimate execution by an end user of the associated validation action, Oxado will count the associated revenue towards Your monthly earnings.
At the beginning of each calendar month, Oxado will raise an invoice to itself on Your behalf for the earnings of the previous month, and bring forward the amount of those invoices to Your earned balance.
If Your balance exceeds 100 euros, Oxado will send you payment within thirty (30) days of the invoice date. In the event the Agreement is terminated, Oxado shall pay Your earned balance to You within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated by You or by Oxado. In no event, however, shall Oxado make payments for any earned balance less than 10 euros.
Notwithstanding the foregoing, Oxado shall not be liable for any payment based on:
- any amounts which result from invalid queries, invalid clicks, invalid contacts or invalid sales related to Ads generated by any person, bot, automated program or similar device, as reasonably determined by Oxado, including without limitation through any queries, clicks, contacts or sales originating from Your IP addresses or computers under Your control or solicited by payment of money, false representation or request for end users to click on Ads;
- Ads delivered to end users whose browsers have JavaScript disabled;
- placeholder or transparent Ads that Oxado may deliver;
- Oxado advertisements for its own products and/or services; or
- clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of this Agreement by You for any applicable pay period.
Oxado reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement by You, pending Oxado's reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that an advertiser whose Ads are displayed in connection with Your Site(s) defaults on payment for such Ads to Oxado.
In addition, if You are past due on any payment to Oxado in connection with any Oxado program, Oxado reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to You in connection with the Program by amounts owed by You to Oxado.
To ensure proper payment, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account. Any bank fees related to returned or cancelled checks or bank transfers due to a contact or payment information error or omission may be deducted from the newly issued payment.
You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Program.
Oxado may change its pricing and/or payment structure at any time.
If You dispute any payment made under the Program, You must notify Oxado in writing within thirty (30) days of any such payment; failure to so notify Oxado shall result in the waiver by You of any claim relating to any such disputed payment.
Payment shall be calculated solely based on records maintained by Oxado. No other measurements or statistics of any kind shall be accepted by Oxado or have any effect under this Agreement.
The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Sites managed by You that require separate payments) unless expressly authorized in writing by Oxado (including by electronic mail).
8. Prohibited Uses
You shall not, and shall not authorize or encourage any third party to:
- directly or indirectly generate queries, impressions of, clicks on, any Ad(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests;
- edit, modify, filter or change the order of the information contained in any Ad or Banner, or remove, obscure or minimize any Ad or Banner in any way;
- frame, minimize, remove or otherwise inhibit the full and complete display of Destination Page;
- redirect an end user away from any Destination Page, provide a version of the Destination Page that is different from the page an end user would access by going directly to the Destination Page, intersperse any content between the Banner and the Destination Page, otherwise provide anything other than a direct link from an Banner to a Destination Page;
- display any Ad(s) in any email, or on any Web page or any Web site that contains any hate-related, violent, or illegal content;
- directly or indirectly access, launch and/or activate Ads through or from, or otherwise incorporate the Ads in any software application, Web site or other means other than Your Site(s), and then only to the extent expressly permitted by this Agreement;
- "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Ad(s) or any part, copy or derivative thereof, or
- act in any way that violates these Terms and Conditions, or engage in any action or practice that reflects poorly on Oxado or otherwise disparages or devalues Oxado's reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.
9. Termination - Cancellation
Subject to any third party agreements You may have with other Oxado customers (e.g., Your Web hosting company), You may stop displaying Ads on any Site in the Program with or without cause at any time by removing the Oxado code from Your Sites.
You may terminate this Agreement with or without cause at any time by sending written notice of your desire to cancel Your participation in the Program to pub-support-en@oxado.com. This Agreement will be deemed terminated within ten (10) business days of Oxado's receipt of Your notice.
Oxado may investigate any activity that may violate this Agreement.
Oxado may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Site in all or part of the Program for any reason.
In addition, Oxado reserves the right to terminate without notice any account that has not generated a sufficient number of valid clicks on Ads (as measured by Oxado) for a period of two (2) months or more.
Upon termination of participation of any Site in the Program or termination of this Agreement for any reason, Sections 3, 9 to 13 and 15 to 18 shall survive termination.
10. Confidentiality
You agree not to disclose Oxado Confidential Information without Oxado's prior written consent.
"Oxado Confidential Information" includes without limitation: (a) all Oxado software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; and (b) any other information designated in writing by Oxado as "Confidential" or an equivalent designation.
Oxado Confidential Information does not include information that has become publicly known through no breach by You or Oxado, or information that has been (i) independently developed without access to Oxado Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
11. No Guarantee
Oxado makes no guarantee regarding the level of impressions of or clicks on any Ad or Banner, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to You under this Agreement.
12. No Warranty
OXADO MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS ARE BASED ON NON-OXADO CONTENT, OXADO SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS.
13. Limitations of Liability - Force Majeure
EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) OXADO'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY OXADO TO PUBLISHER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
14. Publicity
You agree that Oxado may use Your name and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers.
If You wish to use Oxado's trade names, trademarks, service marks, logos, domain names ("Oxado Brands"), You may do so, so long as such use is in compliance with this Agreement.
15. Your Obligation to Indemnify
You agree to indemnify, defend and hold Oxado, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Site(s), and/or Your breach of any term of this Agreement.
16. Oxado Rights
You acknowledge that Oxado owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including Oxado's ad serving technology, and Oxado Brands, and excluding items licensed by Oxado from third parties), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement.
You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Oxado services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto.
You will not remove, obscure, or alter Oxado's copyright notice, Brands, or other proprietary rights notices affixed to or contained within any Oxado services, software, or documentation (including without limitation the display of Oxado Brands with Ads, if applicable).
"Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
17. Information Rights
Oxado may retain and use all information You provide, including but not limited to Site demographics and contact and billing information.
You agree that Oxado may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own.
Oxado may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims.
Oxado disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party.
Oxado may share non-personally-identifiable information about You, including Site-specific statistics and similar information collected by Oxado, with advertisers, business partners, sponsors, and other third parties.
In addition, You grant Oxado the right to access, index and cache the Site(s), or any portion thereof, including by automated means including Web spiders or crawlers.
18. Miscellaneous
This Agreement shall be governed by the laws of the Republic of Ireland.
Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Dublin County, Republic of Ireland.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.
Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Program after such terms have been updated by Oxado.
The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect.
You may not resell, assign, or transfer any of Your rights hereunder.
Any such attempt may result in termination of this Agreement, without liability to Oxado.
Notwithstanding the foregoing, Oxado may assign this Agreement to any affiliate at any time without notice.
The relationship between Oxado and You is not one of a legal partnership relationship, but is one of independent contractors.
