Publisher Terms and Conditions
§
These Terms and
Conditions (the “Agreement”) govern an individual’s participation as a member
(the “Affiliate”) of the NETMEDIAMOBILE Affiliate Program (the “Program”). The
Affiliate covenants and agrees to be bound by this Agreement and Privacy Policy
located at https://affiliate-signup.netmediamobile.com/, as may be amended by NETMEDIAMOBILE from time to time.
§
TO ACCEPT THESE
TERMS AND CONDITIONS AND CREATE AN AFFILIATE ACCOUNT, AN INDIVIDUAL MUST BE AN
ADULT OF LEGAL AGE OF MAJORITY IN THE COUNTRY IN WHICH THE ACCOUNT IS
REGISTERED. THE INDIVIDUAL WHO PROVIDES INFORMATION PURSUANT TO THE PROGRAM AND
ACCEPTS THIS AGREEMENT HAS FULL LAWFUL POWER AND AUTHORITY TO ENTER INTO AND
CARRY OUT THE TERMS OF THIS AGREEMENT, AND IS LEGALLY AND FINANCIALLY
RESPONSIBLE FOR ALL ACTIONS ON THE ACCOUNT, INCLUDING THE ACTIONS OF CHILDREN
AND ANYONE ELSE WITH ACCESS TO IT.
Definitions
§
“Client” means a
client of NETMEDIAMOBILE.
§
“Offer” means a
promotional offer published by NETMEDIAMOBILE on the Program Site, in an
electronic mail or both, setting out an advertising offer on behalf of a Client
and containing such additional terms and conditions as the Client and NETMEDIAMOBILE,
in their discretion, consider necessary from time to time.
§
“Program Site”
means the website for the Program operated by NETMEDIAMOBILE and situated
at https://www.NETMEDIAMOBILE.com with all subdomains thereof and pages we operate.
§
“Sub-Affiliate”
means an independent third party contracted by the Affiliate.
The Program
§
NETMEDIAMOBILE
will permit the Affiliate to participate in the Program, subject to compliance
with the terms and conditions in this Agreement and in any policies established
by NETMEDIAMOBILE, from time to time, and incorporated by reference in this
Agreement.
§
The Affiliate
will be allowed to create only 1 (one) account by using its own identity info;
any additional account must be expressly preapproved with a NETMEDIAMOBILE
representative in writing. If at any time NETMEDIAMOBILE becomes aware of more
than one account related to one and the same private individual or legal
entity, created to deceive NETMEDIAMOBILE or its partners, NETMEDIAMOBILE may
restrict, deny or terminate such accounts and/or any benefits derived from such
accounts; NETMEDIAMOBILE may also withhold payment of any commissions and/or
other fees related to this breach that may be or become due or payable to the
Affiliate.
§
The Affiliate
may engage Sub-Affiliates to distribute Offers in accordance with the Program,
provided that:
the Affiliate
has written approval from a NETMEDIAMOBILE Representative to contract
Sub-Affiliates;
a verifiable name, address and telephone number for
each Sub-Affiliate is delivered to NETMEDIAMOBILE immediately upon request;
the proposed
Sub-Affiliate agrees, in form satisfactory to NETMEDIAMOBILE, to abide by
paragraphs 3.8, 4.3, 9.5, Sections 10, 11, 12, 13 and 14 of this Agreement and
the NETMEDIAMOBILE Policies (collectively, the “Sub-Affiliate Provisions”), as
amended from time to time; and
at no time will the Affiliate engage a Sub-Affiliate
who, in the opinion of NETMEDIAMOBILE is likely to bring the reputation or
standing of NETMEDIAMOBILE into disrepute or is otherwise unsuitable.
§
Any breach by a
Sub-Affiliate of the Sub-Affiliate Provisions will be deemed a breach of this
Agreement by the Affiliate.
§
The parties
expressly agree that they are independent contractors, and that this Agreement
does not in any way create a partnership, nor have the parties granted to each
other any right or authority to assume or create any obligation of
responsibility, express or implied, on behalf of or in the name of the other,
or to bind the other in any manner whatsoever.
§
It is further
agreed that the Affiliate has no authority to create or assume in NETMEDIAMOBILE's
name or on its behalf any obligation, express or implied, or to act or purport
to act as its agent or representative for any purpose whatsoever and the
Affiliate shall not hold itself out as having any such authority.
§
NETMEDIAMOBILE
may, in its sole discretion, confirm or otherwise verify or check, the truth
and accuracy of any registration information provided by Affiliate. The
Affiliate hereby covenants and guarantees to provide to NETMEDIAMOBILE only the
truthful and valid information regarding the Affiliate's identity and location;
in case NETMEDIAMOBILE or third-party payment provider requests the Affiliate
to prove its identity and location, the Affiliate shall reply within 2 (two)
business days from the day of request and provide valid proof of its identity
and location. If at any time NETMEDIAMOBILE, in its sole judgment and
discretion, determines the Affiliate’s registration information to be
misleading, inaccurate or untruthful, NETMEDIAMOBILE may restrict, deny or
terminate Affiliate’s account, Affiliate’s access and use of, and/or any
benefits derived from Affiliate’s participation in the Program; NETMEDIAMOBILE
may also withhold payment of any commissions and/or other fees that may be or
become due or payable to Affiliate.
§
Affiliate will
be solely responsible for the development, operation, and maintenance of the
Affiliate website and for all materials that appear on the Affiliate website.
Such responsibilities include, but are not limited to, the technical operation
of the Affiliate website and all related equipment; creating and posting
product reviews, descriptions, and references on the Affiliate website and
linking those descriptions to the Program Site; the accuracy and propriety of
materials posted on the Affiliate website; and ensuring that materials posted
on the Affiliate website do not violate or infringe upon the rights of any
third party and are not libelous or otherwise illegal. NETMEDIAMOBILE
disclaims all liability and responsibility for such matters.
§
Other than as
provided in this Section 3, Affiliate may not sublease, rent, lease, sell,
resell, outsource or service any Offer, and any attempt to do so shall be null
and void.
Offer
§
Offers will be
posted to the Program Site.
§
NETMEDIAMOBILE
grants the Affiliate a limited, non-exclusive, non-transferable right to
download Offers from the Program Site and to publish the same on the
Affiliate’s websites and in electronic mail correspondence sent by the
Affiliate, all of which must be done in accordance with this Agreement, NETMEDIAMOBILE
Policies, as amended from time to time, and any additional terms and conditions
affixed to each of the said Offers.
§
The Affiliate
agrees not to modify, alter, misrepresent or embellish the Offer or any part of
the Offer including without limitation any text or images provided by or on
behalf of NETMEDIAMOBILE or the Client in any way, directly or indirectly,
without the express prior written consent of NETMEDIAMOBILE.
EMAILS FROM NETMEDIAMOBILE
§
NETMEDIAMOBILE can
send its Affiliates notifications of applicable offer changes via email or
skype and it's their own responsibility to monitor such messages and apply the
changes on their end. In case an Affiliate provided a non-existent email or
missed a notification, NETMEDIAMOBILE shall not be liable for any losses
resulting thereof. By default, any Affiliate account is subscribed to
notifications from NETMEDIAMOBILE but any Participant can opt out at any time
under its Account Settings. In such case, NETMEDIAMOBILE shall not be obliged
to find other ways to communicate the said changes to the Affiliate.
§
NETMEDIAMOBILE
also practices promo emails, notifying its Affiliates of new offers, special
promotions and bonus programs, or providing promotion tips. This is a setting
each Affiliate needs to choose on signup, but can be amended at any time under
Account settings.
Compensation
§
NETMEDIAMOBILE
will pay to the Affiliate a commission (the “Commission”), calculated in
accordance with the payment terms outlined in each Offer posted by NETMEDIAMOBILE
on the Program Site. NETMEDIAMOBILE applies monthly NET 30 payment plans,
unless mutually agreed otherwise. Notwithstanding of the selected payment
method (e.g. paypal, payoneer,
webmoney etc.) the Affiliate shall provide NETMEDIAMOBILE
with their actual bank details.
§
Commissions will
be paid to the Affiliate only following receipt by NETMEDIAMOBILE of payment
from the Client in respect of such Offer published in the Program online
reporting system.
§
The Affiliate
acknowledges and agrees that payment of Commissions may be delayed where the
Affiliate has not provided NETMEDIAMOBILE with current particulars in
accordance with paragraph 10.2 (xiii) of this Agreement and that in no
case will NETMEDIAMOBILE be liable to the Affiliate for any loss, costs or
expenses directly or indirectly incurred by the Affiliate as the result of such
delay.
§
Commissions due
and payable by NETMEDIAMOBILE to an Affiliate will not accrue interest.
§
Payments to an
Affiliate in accordance with this Section will be based upon the records kept
by NETMEDIAMOBILE and reported in NETMEDIAMOBILE’s online reporting system and
audited by the Clients, from time to time.
§
In case the
Affiliate's account is not active for a period of 24 (twenty-four) months and
the Affiliate didn’t request the payment of its Commissions within these 24
(twenty-four) months, any and all Commission may be then deemed as void and
written off the balance, as well as the account may be terminated.
Fraud
§
If NETMEDIAMOBILE
determines, in its sole discretion, that the Affiliate or Sub-Affiliate has
engaged in any activity that NETMEDIAMOBILE considers to be fraudulent or which
might bring the reputation or standing of NETMEDIAMOBILE into disrepute either
with the general public or with the Clients or potential Clients of NETMEDIAMOBILE,
or otherwise that the Affiliate or Sub-Affiliate has engaged in activities
which might be considered fraudulent or in case the Affiliate violates any
given Offer's promotion restrictions, NETMEDIAMOBILE may but will not be
obligated to: (i) suspend or terminate the
Affiliate’s membership in the Program, without notice and (ii) release to a
regulatory body or any governmental authority, information relating to the
identity and location of the Affiliate if required to do so in order to comply
with existing legislation.
§
NETMEDIAMOBILE
may but will not be obliged to provide proof of fraudulent activity to the
Affiliate, and proof of any share of traffic being fraudulent is reason enough
to forfeit the whole commission that is due to the Affiliate.
If an Affiliate feels NETMEDIAMOBILE's judgement in
determining illegitimacy of its traffic to be wrong, the Affiliate shall
provide proof of the opposite by sharing access to its traffic source/tracker,
providing creative material used for promotion of the given campaign or any
other evidence that the Affiliate hasn't been engaged in fraudulent activities.
If the Affiliate fails to provide satisfactory or any kind of such proof within
7 (seven) days of its payment being put on hold, NETMEDIAMOBILE reserves the
right to terminate its Affiliate Account and cancel payment of the applicable commissions,
at its sole discretion and without any further obligations to the Affiliate.
§
In the event of
suspension or termination in accordance with paragraph 9.1 above, any
Commission due and payable to the Affiliate in accordance with Section 6 at the
time of suspension or termination will be deemed to be forfeited.
§ For the purposes of this Agreement, fraudulent
activity includes but is in no way limited to:
activity by the
Affiliate or anyone for whom in law the Affiliate is responsible which is
directly or indirectly intended to inflate the Commissions payable to the
Affiliate;
the generation of leads other than by a mechanism
approved by NETMEDIAMOBILE;
activity by the
Affiliate or anyone for whom in law the Affiliate is responsible which is not
in accordance with the Program; and
activity which is determined by the Client, in its
discretion, to be fraudulent.
§
NETMEDIAMOBILE
may at any time audit Affiliate for compliance purposes. Affiliate agrees to
provide NETMEDIAMOBILE with any reasonable information necessary to conduct an
investigation into Affiliate’s compliance with law and this Agreement.
Covenants,
Representations and Warranties
§ The Affiliate represents and warrants that:
it has the
authority and capacity to enter into and to be bound by this Agreement;
to the best of its knowledge, there are no existing,
pending or threatened claims or actions pending against the Affiliate;
none of the
Affiliate’s websites contain false or deceptive advertising or any
machine-readable code including without limitation any virus, Trojan horse,
work or other self-executing program;
it owns or has the legal right to use and distribute
all content, copyrighted material, products, and services displayed on or
through its website or websites and in its electronic mail; and
it is not now a
party to any agreement or business relationship which may conflict with this
Agreement.
§ The Affiliate covenants and agrees that:
it will, at all
times, comply with all laws applicable in the jurisdiction where the Affiliate
is situated and also where the Affiliate directly or indirectly conducts its
business or markets an Offer;
it will not enter into any agreement or business
relationship or otherwise incur any obligation which might, in the opinion of NETMEDIAMOBILE,
conflict with this Agreement;
it will, at all
times, comply with the terms of this Agreement, and NETMEDIAMOBILE Policies, as
updated, amended and replaced by NETMEDIAMOBILE, from time to time, in its sole
discretion;
it will not, without the express written consent of NETMEDIAMOBILE,
use or permit any person for who it is in law responsible to use any
third-party trade-names or trade-marks;
it will not
publish on any website or send in any electronic mail a universal resource
locator or other link to any content or otherwise engage in or condone any
practice, which, in the opinion of NETMEDIAMOBILE is deceitful, defamatory,
libelous, abusive, violent, prejudicial, obscene, likely to bring the
reputation or standing of NETMEDIAMOBILE into disrepute, or which otherwise
would be illegal;
it will at all times comply with the terms and
conditions of any agreement or policy established by an Offer in which the
Affiliate elects to participate;
it will at all
times comply with the provisions of the CAN-SPAM Act of 2003, as amended or
replaced, from time to time;
it will not post any content relating to the Offer to
any Usenet newsgroup, chat room, bulletin board or ‘blog’ (save and excepting a
chat room, bulletin board or blog which is operated or primarily owned by the
Affiliate) without the express written consent of NETMEDIAMOBILE;
it will be
responsible for the development, operation and maintenance of its website or
websites and electronic mail, including without limitation the technical
operation thereof, the creation, publication and accuracy of any content
published on any such website or websites or in any electronic mail;
it will not attempt in any way to alter, modify,
eliminate, conceal or otherwise render inoperable or ineffective any tags,
source codes, links, pixels, modules or other data provided by or obtained from
NETMEDIAMOBILE;
it will not
“frame” or “mirror” any part of any pages hosted by the Client unless expressly
permitted by NETMEDIAMOBILE and the Client;
it will not alter any website or electronic mail
content provided by NETMEDIAMOBILE; and
it will, at all
times and from time to time provide NETMEDIAMOBILE with written confirmation of
a valid address, telephone number, electronic mail address and such other
identifying or financial information as NETMEDIAMOBILE may reasonably require;
it will not, at all times, overload or overburden NETMEDIAMOBILE’s
tracking system in any manner whatsoever, without limitation, making
unreasonably frequent or multiple or heavyweight queries and by no means shall
the amount of daily API calls exceed 500 (five hundred) unless expressly agreed
with a NETMEDIAMOBILE representative.
§ The Affiliate can engage in email promotion of NETMEDIAMOBILE
Offers only where it is allowed and says so in Offer description, or in other
cases, after receiving express written permission from a NETMEDIAMOBILE representative.
If applicable,
the Affiliate will comply with the following requirements with respect to any
email containing or promoting an Offer that the Affiliate initiates or sends:
the
"FROM" line shall clearly and accurately identify the sender or
company that is "sending" or "initiating" the e-mail (as
those terms are defined by the CAN-SPAM Act). Notwithstanding the foregoing
requirement, the Affiliate shall not place the name of NETMEDIAMOBILE, the
subject of the advertisement or any false or misleading information in the FROM
line;
the "SUBJECT" line must be reasonably
related to the subject matter of the message;
the email must
contain a clearly displayed, labeled, and functioning (for at least thirty days
after the message is sent) unsubscribe link for both the Affiliate and Client.
Each unsubscribe link must provide for a universal unsubscribe from receipt of
commercial email from the Affiliate and/or Client, such that any request for
removal via the link results in removal from all of the Affiliate’s and/or
Client's lists, as applicable. Each link must require the message recipient to
do no more than visit a single web page (and not submit any information other
than email address) in order to unsubscribe;
the email must include a statement that identifies the
email as a commercial solicitation. This may be in the header, body or footer
of the email; and
the email must
contain a valid postal address for the sender. This postal address should be
listed at the top or bottom of each email.
§ The Affiliate will comply with the following
additional requirements:
The Affiliate
may only deliver emails to individuals who have provided express consents to
receive email offers;
in the event of a spam complaint, the Affiliate will
provide the following information to the filer of the complaint within 2 (two)
business days of receipt of the complaint:
the website at
which the filer of the complaint signed up;
a link to the privacy policy of the sign-up site
evidencing that the filer of the complaint has given permission to the
Affiliate and/or Client to receive email offers;
the date the
filer of the complaint signed up (and the time if available); and
the IP address from which the filer of the complaint
signed up
Indemnification
§
The Affiliate
covenants and agrees to indemnify and save harmless NETMEDIAMOBILE, its parent
company and their respective shareholders, directors, officers, and employees
(collectively, the “Indemnified Group”) from and against any and all claims or
judgments, including all associated legal fees, expenses and disbursements
actually incurred, arising out of any breach of this Agreement by the Affiliate
or any Sub-Affiliate or the exercise by the Affiliate of any right under this
Agreement or any act or omission of the Affiliate, a Sub-Affiliate or anyone
for whom the Affiliate is in law responsible, including without limitation any
damages, losses, consequential or otherwise, arising in any manner (including
those arising from or incidental to any liability or other lawsuit, claim,
demand or other action brought) as a consequence of any act or omission of the
Affiliate or any person for whom the Affiliate is in law responsible, whether
or not the Indemnified Group or any of them are named as a party defendant in
any such proceedings and whether or not the Indemnified Group or any of them
are alleged to be negligent or otherwise responsible for any damage or injury
to persons or property. The obligation of the Affiliate to defend and indemnify
as set out in this paragraph will survive termination of this Agreement for any
reason and will not be otherwise limited by any other term or condition of this
or any Agreement. NETMEDIAMOBILE may, at its election in its sole discretion,
assume the exclusive defense and control of any matter otherwise subject to
indemnification by Affiliate. NETMEDIAMOBILE may participate in the defense of
all claims as to which it does not assume defense and control, and Affiliate
shall not settle any such claim without NETMEDIAMOBILE's prior written consent.
Disclosure of
Information
§
NETMEDIAMOBILE
or its directors, may, from time to time, disclose to the Affiliate certain
information relating to NETMEDIAMOBILE’s business or to NETMEDIAMOBILE’s
Clients, subsidiaries, Affiliates, agents, or employees; business and marketing
plans, strategies and methods which may not be standard industry practice or
which are not generally known in the industry; or studies, charts, plans, tales
or compilations of business and industrial information acquired or prepared by
or on behalf of NETMEDIAMOBILE (all collectively referred to as the
“Confidential Information”). The Affiliate acknowledges that Confidential
Information will be provided at the sole discretion of NETMEDIAMOBILE, and
nothing in this Agreement obligates NETMEDIAMOBILE, its directors, agents or
employees to disclose or grant to the Affiliate access to any Confidential
Information.
§ Unless expressly authorized in writing by NETMEDIAMOBILE,
the Affiliate covenants and agrees:
to use the
Confidential Information only for the purposes expressly contemplated in this
Agreement; and
that no Confidential Information will be disclosed to
any third party, affiliate, subsidiary, Sub-Affiliate, agent, or employee of
the Affiliate without the prior written consent of NETMEDIAMOBILE, which may be
unreasonably and arbitrarily withheld.
§
The Affiliate
acknowledges that NETMEDIAMOBILE remains the sole and exclusive owner of all
right, title and interest in and to the Confidential Information. The Affiliate
agrees that the Confidential Information will not be copied or otherwise
reproduced without the express prior written consent of NETMEDIAMOBILE.
§
Upon termination
of this Agreement, or otherwise on demand by NETMEDIAMOBILE, the Affiliate
agrees that it will promptly deliver to NETMEDIAMOBILE all notes, data, tapes,
reference items, sketches, drawings, memoranda, records, diskettes, electronic
communications in any form and any other materials in any way relating to any
of the Confidential Information in the possession of the Affiliate or any
affiliate, subsidiary, Sub-Affiliate, agent, or employee of the Affiliate.
§ The Affiliate acknowledges and agrees that:
the provisions
of this Section and the Affiliate’s agreement with the same are
of the essence and constitute a material inducement to NETMEDIAMOBILE to enter
into this Agreement;
the provisions of this Section shall be construed
independently of any other provision of this Agreement, and the existence of
any claim or cause of action the Affiliate may have against NETMEDIAMOBILE,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by NETMEDIAMOBILE of the provisions of this Section;
that any breach
of this Section would cause irreparable harm to NETMEDIAMOBILE for which
damages might not be an adequate remedy, and the Affiliate therefore agrees
that in the event of any such breach NETMEDIAMOBILE will be entitled to seek,
in addition to any other right accruing to NETMEDIAMOBILE under this Agreement
or otherwise in law or equity, injunctive relief against the Affiliate without
the necessity of proving actual damages; and
notwithstanding any other provision of this Agreement,
this Section shall survive the termination of this Agreement, however caused.
§
The Affiliate
agrees to indemnify and save harmless NETMEDIAMOBILE against any and all loss,
costs or expenses, inclusive of court costs and legal fees on a solicitor and
own client basis, which NETMEDIAMOBILE may incur as the direct or indirect
result of any unauthorized disclosure of the Confidential Information by the
Affiliate or any person for whom the Affiliate is responsible, in law.
Non-Competition
·
During the term
of this Agreement and for a period of 6 (six) months thereafter, the Affiliate
will not seek, in any way, to undermine the goodwill of NETMEDIAMOBILE, and in
particular, the Affiliate will not, directly or indirectly: (i) solicit or entice or attempt to solicit or entice any of
the employees of NETMEDIAMOBILE to enter into employment service with the
Affiliate or a competitor of NETMEDIAMOBILE; or (ii) directly or
indirectly enter into any agreement or contract, written or otherwise, with any
Client or otherwise provide services to any third party for the ultimate
benefit of a Client which might, in the opinion of NETMEDIAMOBILE, compete with
any services provided by NETMEDIAMOBILE to that Client; or (iii) solicit,
engage, contract, license, or work with any client whose offer it or any of its
Sub-Affiliates marketed hereunder without the prior written approval by an
authorized party at NETMEDIAMOBILE.
·
Affiliate agrees
and understands that NETMEDIAMOBILE has incurred significant expense forming NETMEDIAMOBILE's
affiliate network and in providing services for the benefit of its Clients, and
Affiliate agrees and understands that in the event of a breach by Affiliate of
this section, Affiliate shall pay NETMEDIAMOBILE as liquidated damages an amount
equal to NETMEDIAMOBILE’s profits for the preceding 6 (six) months generated by
the campaigns for such Client. The liquidated damage remedies provided herein
in this section shall not preclude NETMEDIAMOBILE from seeking injunctive
relief.
Disclaimer and
Limitation of Liability
§
NETMEDIAMOBILE
disclaims all warranties, conditions, representations, indemnities and
guarantees with respect to any matter, whether express or implied (including
without limitation any warranty of profitability, satisfactory quality,
merchantability, fitness for any particular purpose, title and
non-infringement).
§
Affiliate
acknowledges and agrees that any determination by NETMEDIAMOBILE of whether or
not given advertising materials and/or creatives are accurate, appropriate and
do not violate any applicable law is based solely on the designation made to NETMEDIAMOBILE
by the relevant Client and that NETMEDIAMOBILE is not responsible for any given
Advertising Materials being misdesignated by the
relevant Client.
§
Notwithstanding
any other provision of this Agreement, NETMEDIAMOBILE additionally disclaims
all obligations and liabilities on the part of NETMEDIAMOBILE and those for
whom it is in law responsible for any damages, including, but not limited to,
indirect, special, and consequential damages, attorneys’ and experts’ fees, and
court costs (even if NETMEDIAMOBILE has been advised of the possibility of such
damages, fees or costs), arising out of or in connection with this Agreement.
§
In no
circumstance will NETMEDIAMOBILE be liable to the Affiliate for any
consequential, indirect, special, punitive or incidental damages or lost
profits of the Affiliate or the Affiliate’s successors or assigns (including
without limitation claims for loss of goodwill, use of or reliance on the
services provided hereunder, stoppage of other work or impairment of other
assets) arising out of breach or failure of express or implied warranty, breach
of contract, misrepresentation, negligence, strict liability in tort or
otherwise. Without limiting the generality of the foregoing, any liability of NETMEDIAMOBILE
shall be limited to the total amount paid to Affiliate by NETMEDIAMOBILE under
this Agreement during the last 6 (six) billable months preceding the liability.
Without limiting the foregoing, NETMEDIAMOBILE will not be liable for any
failure or delay resulting from any governmental action, fire, flood,
insurrection, earthquake, power failure, riot, explosion, embargo, strikes
whether legal or illegal, labor or material shortage, transportation
interruption of any kind, work slowdown, actions or inaction of Affiliate or
third parties, Affiliate’s equipment or software and/or any third party
equipment or any other condition affecting production or delivery in any manner
beyond the control of NETMEDIAMOBILE.
Termination
§
Either party may
terminate this Agreement, at any time, on 48 (forty-eight) hours’ Notice to the
other party. If NETMEDIAMOBILE believes the Affiliate has breached this
Agreement, it reserves the right to suspend the account of the Affiliate
immediately. The account can later be restored if the situation is resolved
amicably.
§
Notwithstanding
termination of this Agreement for any reason, the Affiliate covenants and
agrees that it will continue to be bound by the terms and conditions set out in
Sections 6, 10, 11, 12, 13, 14 and 16.1 of this Agreement.
§
The agreement
shall be entered for an indefinite term, unless terminated by either party.
General
§
NETMEDIAMOBILE
may assign this Agreement without the Affiliate’s prior consent. The Affiliate
may not assign this Agreement without the express written consent of NETMEDIAMOBILE.
§
NETMEDIAMOBILE
reserves the right to change, amend or alter this Agreement at any time, for
any reason, or for no reason at all, at its sole discretion. The most recent
version of this Agreement will be posted on NETMEDIAMOBILE website and in the
respective section of the Program tracking platform. Although NETMEDIAMOBILE
may provide notice of material changes to this Agreement to the Affiliate but
it is the Affiliate’s sole responsibility to keep themselves informed of any
such changes or amendments.
§
Any notice or
other communication (“Notice”) permitted or required by this Agreement will be
in writing and given by personal delivery or transmitted by facsimile or
electronic mail to the receiving party at the address provided to NETMEDIAMOBILE
by Affiliate in its NETMEDIAMOBILE Program account. Any such Notice will be
deemed to have been received on the date on which it was transmitted by
facsimile or electronic mail or delivered.
§
No term or
condition of this Agreement will be deemed waived and no breach excused, unless
such waiver or consent excusing the breach is in writing and signed by both
parties.
§
In the event
that any term, covenant or condition of this Agreement is declared indefinite,
invalid, illegal or unenforceable by a court having jurisdiction then this
Agreement with respect to the remaining terms, covenants or conditions will
continue in force.
§
This Agreement
will inure to the benefit of and be binding upon the respective successors,
heirs and assigns of both NETMEDIAMOBILE and the Affiliate.
§
This Agreement
constitutes the entire agreement between the parties with respect to the
subject matter of this agreement, supersedes any previous or contemporaneous
representations, negotiations, understandings, and agreements, oral or written.
§
This Agreement shall
be governed by, construed and enforced in accordance with the laws of England
and Wales; all matters concerning the performance thereof shall be construed,
interpreted, applied and governed in all respects in accordance with the laws
England and Wales. Any dispute arising out of or in connection with this
contract, including any question regarding its existence, validity or
termination, shall be referred to and finally resolved by arbitration under the
LCIA Rules, which Rules are deemed to be incorporated by reference into this
clause. The number of arbitrators shall be three. The exclusive seat or legal
place of arbitration shall be London, UK. The language to be used in the
arbitral proceedings shall be English.
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