- In order to be eligible to become a Company publisher (“Publisher”) and to register to use Company’s program (the “Program”), all websites or affiliated websites (“Publisher Websites”) must meet the following criteria:
- Have content-based website(s), not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers;
- Be fully functional at all levels – no “under construction” sites or sections;
- The content of the Publisher Websites must not infringe on any third party rights, including but not limited to privacy rights, intellectual property or copyrights.
- The content of the Publisher Websites must not contain and/or promote the following (“Prohibited Content”):
- Racial, ethnic, political, hate-mongering or otherwise objectionable content;
- Investment, money-making opportunities or advice not permitted under law;
- Gratuitous violence or profanity;
- Material that defames, abuses, or threatens physical harm to others;
- Promotion of illegal substances or activities such as but not limited to illegal online gambling, how to build a bomb, counterfeiting money, etc.;
- Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, MP3 sites and/or directories, etc.);
- Hacking or Phreaking;
- Spyware or malicious code of any sort;
- Any illegal activity whatsoever;
- Any fraudulent impressions;
- Any media that may be considered adult in nature;
- Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic.
- Since VideoJam.Tv is a Company subsidiary venture that is in the process of being incorporated as a standalone legal entity, this contract is made between the Company or any other parent or subsidiary venture acting as the Ad provider on its behalf regardless whether VideoJam sources the Ads directly or through the use of an ad sales ad networks or any other demand side platforms.
- In order to be eligible to become a Company publisher (“Publisher”) and to register to use Company’s program (the “Program”), all websites or affiliated websites (“Publisher Websites”) must meet the following criteria:
This Agreement shall commence upon Your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon one (1) business days’ notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. Company reserves the right, in its sole and absolute discretion, to terminate a campaign and remove any advertisements at any time for any reason.
- Publisher Earnings
Invoices and Publisher payments will be based solely on Company’s numbers and no other measurements or statistics of any kind will be accepted or have any effect hereunder.
The following term shall apply when Rev-Share is agreed – Publisher shall receive an agreed percentage % of revenue share from net-cash generated revenue, which is revenue collected from Company’s advertisers after deducting Company’s Costs. “Costs” shall include, but shall not be limited to expenses relating to content, video streaming, ad serving, player, third party fees, bank transfer fees and/or any other applicable fees or expenses incurred by Company within the framework of this Agreement.
Company will pay on a Net 60 basis, from the receipt of an invoice for the previous calendar month. Payments up to the amount of US $400 may be transferred via PayPal, however only payments in the amount of US $400 and above shall be transferred via bank wire transfer. Minimum payment amounts for transferring payments are: $200 USD (“Minimum Payment Amount”). If the balance is less than the Minimum Payment Amount, then Company will add the amount to the next payment and execute the payment when the balance has reached the Minimum Payment Amount. Publisher shall be solely responsible for supplying valid payment details; if details are wrong or if the Publisher changed its payment details, it is the Publisher’s responsibility to notify Company by mail 14 days before the payment due date. Publisher will bear any payments fees, if required. Publisher must send invoice to Company before the 15th of the following month of the applicable month of activity. Each Party shall be responsible for the payment of all taxes relating to its own income. All payments to Publisher hereunder shall be subject to deduction and set off of withholding tax and other mandatory charges applicable to Publisher, as may be prescribed by law, which taxes and charges shall be Publisher’s sole responsibility. Amounts of payments to Publisher according to Company’s reports are not final and are subject to adjustments resulting from non-payment, chargebacks, refunds, etc., by the Company’s advertisers and/or third party advertisers due to fraud (“Advertiser” and “Advertiser Non-payment”, respectively). Payments to Publisher are subject to retroactive adjustments due to Advertiser Non-payment and the Company is entitled to receive refunds for and/or set-off such adjustments from future payments to Publisher.
Publisher shall issue the Advertiser/Media-Buyer a tax invoice and receipt after receipt of each payment.
By confirming the numbers provided to it at the end of each month Publisher and subject to the payment being made by the Company, Publisher will be confirming the amounts as final and shall have no later demands or claims whatsoever with regards to the respective traffic which the Company’s report and payment made related to.
Payments for which a payment request and a duly issued invoice were not submitted by the publisher within 3 months from the last day of the month on which the traffic was delivered, shall be void. Company shall have the right to off-set payments against payments owned to it or pending reimbursement by the Publisher.
- Fraud and Non-organic Traffic
Company will not accept (i) any clicks or impressions on Ads served on the Sites, that have been generated by fraud or other illegal or misleading conduct and/or hard-coded or masked, whether generated manually or by use of a device or other automated process or other technical means where there is no bona fide user that actually views or performs the click on their device and on the actual reported domain; (“Fraudulent traffic” or “ Fraudulent activity”). In the event that Company is not paid by its advertiser for traffic provided by Publisher, which was spotted as Fraudulent, in part or in full, Publisher will not be paid for that amount, and shall be required to reimburse the Company with such amount in case it was already paid and Company will be allowed to deduct that amount from any future payments Publisher may be entitled for.
- Online Reports
During the month Company shall provide the Publisher with reports based on request and subject to a reasonable reporting time and capabilities (“Reports”/ “Reporting”). For the avoidance of doubt, the reporting is based upon estimate numbers, which are subject to changes up until 15 days after the end of the month. Invoices will be based solely on Company’s Reporting Source numbers and no other measurements or statistics of any kind will be accepted or have any effect hereunder.
- Representations and Warranties
- You and the person signing on this IO on behalf of your company have the full right, power, and authority to enter into this Agreement and grant the rights specified herein;
- You own or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on Your Media;
- You agree not to use deceit when marketing Advertiser’s offers or presenting these offers to consumers;
- You represent and warrant that: Your Media is in compliance with all applicable laws and does not contain or promote, nor contain links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content;
- You agree not to promote via websites or link to websites containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;
- You agree not to engage in or promote any illegal activity;
- You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the website tags, source codes, links, pixels, modules or other data provided by or obtained from Company that allows us to measure ad performance and provide its service (“Site Data”);
- If instructed to do so by Company and/or if this Agreement terminates, You will immediately remove and discontinue the use of any Site Data;
- You acknowledge that Company does not represent, warrant, or make any specific or implied promises as to the successful outcome of any Programs;
- You agree to display the creative exactly as it appears on the Program and will not alter any creative that has been submitted to the Site;
- If You are notified that fraudulent activities may be occurring on Your Media, and You do not take any actions to stop the fraudulent activities, then You are responsible for all associated costs and legal fees resulting in these fraudulent activities;
- If any errors or undesirable results occur due to no fault of Company, Company shall not be responsible for losses incurred due to third party platform’s flaw and/or bugs and/or downtime and/or false reporting.
- If any errors or undesirable results occur due to no fault of Company, Company shall not be responsible for losses incurred due to a third party platform’s flaw and/or bugs and/or downtime and/or false reporting.
- Company shall not be responsible for malfunctions of the player and/or any damage which may be to Publisher and/or any third parties as a result of using the player.
- Publisher acknowledges and agrees that Company may modify and/or terminate use of the player and/or the Services at any time and without prior notice.
- Publisher warrants and represents that it will not, and it will not allow third parties to, alter, reverse engineer or attempt to view the code of the player in any way, shape or form.
- Placement of Ads
Publisher warrants and represents that it will embed the advertisements / player according to Company’s instructions, at Company’s sole discretion. Publisher will not place advertisement and/or the player (a) below the fold; (b) on the same page as another player; (c) on a hidden space or email; or (d) on a website containing content such as gambling, weapons, hate speech, incentivized, tobacco, alcohol, file sharing, pornographic/offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P (not approved by RIAA)/Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas also known as Prohibited Content. In case advertisements are placed on websites containing Prohibited Content, Company reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against the company, based on the damages caused to Company.
- Data Collection
Publisher agrees and understands that Company may collect non-personally identifiable data in connection with the services it provides, including, but not limited to, non-personally identifiable information provided by users in relation to an and/or their interaction with an Ad (“User Data”). To the extent that Company collects User Data, User Data shall be the sole and exclusive property of Company and/or its advertisers.
- Non-Solicit and Non-Hire
Publisher agrees and understands that, during the term of this Agreement and for a period of 6 (six) months from the date of expiration or termination of this Agreement, regardless of reason, it will not, directly or indirectly, without prior written consent of the Company, solicit or engage with Company’s employees, freelance providers and third party direct advertisers, including without limitation third party advertisers (“Company Third Parties”), that have been introduced and/or whose contact information has been disclosed to Publisher or to any of its affiliated companies, agents, employees, successors in interest or assigns, for the purposes of providing the relevant services and fulfilling the obligations according to this Agreement.
(iii) Failure to comply with this section shall result in a material breach of the Agreement for which Company shall be entitled to any and all of the following remedies: (a) Publisher will pay to Company liquidated damages in the amount equal to Publisher’s total revenue actually retained by Publisher resulting from its contact and/or engagement with Company Third Parties in the six (6) months following the breach of this section; (b) Publisher shall re-imburse Company for losses occurred by Company as well as other losses or damages that could not be measured at the time of execution of this Agreement; and, (c) if the breach is committed during the term of the Agreement, Company may cancel this Agreement following 24-hour prior notice to Publisher. Without derogating from the above, Company has the right to seek injunctive relief and/or additional remedies it may be entitled to according to applicable law.
(iv) For Company Third Parties which at the time of signing of this Agreement were already contractually bound to Publisher, this Section shall not apply. If disputed, Publisher shall provide proof its prior and/or existing contractual relationship with such Company Third Party.
(v) In the event that during the term of this Agreement, any of Company’s Third Parties applies directly to Publisher, for the purpose of establishing a direct or indirect business relationship or agreement, Publisher shall immediately notify of such an action and consequently it shall refuse and refrain from enter into such direct agreement and refer the Company Third Party to Company.
(vi) Publisher shall indemnify and hold harmless from any losses and liabilities arising out of failure to comply with this Agreement.
Section XII: NON-DISCLOSURE, DATA USAGE AND OWNERSHIP, PRIVACY AND LAWS, of the IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less (Version 3.0 – Dec 2009, http://www.iab.net/media/file/IAB_4As-tsandcs-FINAL.pdf.) shall apply to this Agreement with regards to confidentiality.
- Intellectual Property.
Each party shall retain the rights to its content, products, technology, website(s), trademarks, and materials, including any intellectual property rights (“Party IP”). Neither this Insertion Order nor any other agreements or understandings there may be between the parties, if any, shall be construed to constitute a grant to either party of the Party IP of the other party, except for the sole and limited purpose of fulfilling its obligations under this Insertion Order.
Notwithstanding anything else to the contrary herein, the obligations under this Section shall survive the termination of this Insertion Order.
- Limitation of Liability; Disclaimer of Warranty
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INFORMATION, CONTENT AND SERVICES ON THE SITE ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SITE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, THE INFORMATION, SERVICES, AND CONTENT INCLUDED ON THE SITE AND PROVIDED BY COMPANY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY COMPANY IS ACCURATE, COMPLETE OR CURRENT. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS INSERTION ORDER EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY ADVERTISER TO PUBLISHER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE SUCH CAUSE OF ACTION AROSE, WITH THE EXCEPTION OF CLAIMS RELATING TO INTELLECTUAL PROPERTY INFRINGEMENT AND/OR VIOLATIONS.
You shall indemnify, defend and hold Company harmless from and against any and all claims, allegations, liabilities, costs and expenses by third parties arising out of Your: (a) improper use of the Site; (b) improper operation of a Program; or (c) breach or violation of this Agreement; or (d) any willful misconduct or negligent acts or omissions. Company shall indemnify, defend and hold You harmless from and against any and all claims allegations, liabilities, costs and expenses by third parties arising out of Company’s breach or violation of this Agreement.
- Assignment and Jurisdiction
This Agreement shall be interpreted according to the laws of the State of Israel without regard to application of conflict-of-law rules or principles. Any dispute relating to or arising from or in connection with this Agreement or the applicable IO shall be settled in the sole and exclusive jurisdiction of Tel Aviv courts.
If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
- Force Majeure
Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.
- No Waiver
No waiver of any rights and/or remedies arising under this Agreement shall be effective unless executed in writing and signed by the Party against whom such waiver is sought to be enforced. The non-enforcement of any right and/or remedy with respect to a breach of any provision herein contained shall not be deemed to be a waiver of such rights and/or remedies, or of the enforcement of any rights and/or remedies with respect to any subsequent breach of the same or other provisions.
This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. Each Party is an independent contractor and not a partner, joint venture or employee of the other. All notices shall be sent to the addresses submitted by You when signing up for the service by certified mail, fax, email or courier. Company reserves the right to change any conditions of this contract at any time. The Terms shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the services provided by Company.
- Data Collected
We collect and subsequently process (i) the Data that you voluntarily provide on the registration form on the Website including your user ID, a valid email address, and (ii) your IP address (the address of your computer) by an automatic collecting process. Please note that whether or not you are a registered user, the Website may implement or allow third-party companies to implement automatic tracking processes (cookie or web beacon), which you may block by changing your browser settings. The Data (e.g., click stream information, browser type, time and date, subject of advertisements clicked or scrolled over) collected through these automatic tracking processes are anonymous and are used in order to improve the Website’s quality (as for example the improvement the advertising selection provided to you).
- Purpose Of Processing
Data indicated on the Website as mandatory is required in order to use the Website’s features (video intergration, comments, etc). Data automatically collected by the Website allows us to compile statistics on web page visits.
- Data Recipients
With exception for your non-personally identifiable information as stated in section 2, your Data is not transmitted to third parties. However, VideoJam may release Data if the law requires it to do so or in the good-faith belief that such action is necessary to comply with state and applicable laws or respond to a court order, subpoena, or search warrant or to protect VideoJam’s rights and interests. It is VideoJam’s policy, whenever possible and legally permissible, to promptly notify you upon receipt of a subpoena, and not produce your Data until approximately two weeks after receipt of the subpoena, so that you will have adequate opportunity to move to quash the subpoena in court.
- Data Security
VideoJam attaches great importance to the security of your Data, and takes all appropriate steps to limit the risk that it may be lost, damaged or misused.
- Data Retention
Data is stored on the premises of the Website host and is kept only as long as necessary for the purposes set out above. After that point, data is kept only for statistical purposes and shall not be used for any other reason.
- Youth Restrictions And Parental Control
Children under the age of 13 are not permitted to register with VideoJam. It is VideoJam’s policy not to collect any information from anyone under the age of 13. In any case, you affirm that you are over the age of 13, as the Website is not intended for children under 13. If you are under 13 years of age, do not use or access the VideoJam website at any time or in any manner. If you are the parent or legal guardian of a child under 13, and that child has somehow registered with VideoJam, please send an e-mail tosupport@VideoJam.tv for instructions on how to cancel your child’s registration. In the e-mail, please provide your full name and address, your child’s full name and address, your relationship to the child, your daytime and evening telephone numbers, your email address and a signed statement that you are the child’s parent or legal guardian. VideoJam will use this information only to verify that you are the child’s parent or legal guardian and for no other purposes.
- Your Rights
You are entitled to access and correct your Data by requesting to do so via the Personal Info section of your profile or by sending a letter to the following address: VideoJam’s Address.