Terms and Conditions
(Version 1.03)
This Publisher Terms and Conditions Agreement (hereinafter the
"Agreement") shall govern participation in the WebAds online
advertising network (the "Network"). By participating in the Network, you
are agreeing to be bound by these Terms and Conditions. The term "Publisher"
shall refer to any individual or entity who accepts the Terms and Conditions
of this Agreement by submitting the required information for approval
("Membership") in the Network and checking the "I Agree" checkbox. Upon
approval, WebAds will provide to the Publisher advertising HTML
codes ("Ad Codes") to allow the Publisher to serve advertisements on its
approved websites.
1.
Relationship. These Terms and Conditions:
(a) set forth the entire agreement between the parties and supersedes
prior proposals, agreements and representations between the parties, whether
written or oral, regarding the subject matter contained herein;
(b) may be changed at any time by WebAds;
(c) may be executed in any number of counterparts, each of which shall be an
original and all of which shall constitute together but one and the same
document.
2.
Publisher Obligations. As a Publisher, You agree not to:
(a) generate traffic to your website utilizing any of the following
methods: listings on newsgroups, unsolicited bulk commercial e-mailings,
instant messenger postings, chat room postings;
(b) engage in any form of fraudulent traffic generating methods including:
robots, spiders, auto-spawning browsers, auto reloading, meta refreshes or
any other form of fraudulent and artificial traffic;
(c) receive traffic from websites that contain materials that are deemed
offensive or illegal in nature. This includes but is not limited to,
websites promoting mp3, warez, EMU, ROM or pornographic materials;
(d) change or alter the Ad Codes provided by WebAds in any way;
(e) place Ad Codes on pages of the following nature: blank pages with no
content, pages that only contain advertisements. Furthermore, the Publisher
agrees not to place Ad Codes on pages that are password protected;
(f) place Ad Codes on any root domain not specifically approved for
membership within the Network;
(g) place Ad Codes on any webpages that launch more than one pop up or pop
under window;
(h) place more Ad Codes on any webpage than has has been expressly permitted
for your site.
3.
WebAds Network Policies. As a Publisher, You acknowledge that:
a) your account will be monitored continuously by both the WebAds traffic department and the proprietary Fraud Track Technology built
into the WebAds online advertising network. In the event WebAds deems a Publisher's account to be outside the acceptable bounds for
traffic quality, WebAds will terminate the account. In the event
traffic quality drops below the acceptable average for only a specific
website within a Publisher's account, WebAds will request that the
Publisher remove the website from their account. Failure to do so will
result in termination of the Publisher's membership;
b) membership in the WebAds online advertising network is subject
to prior approval by WebAds. WebAds reserves the right to
refuse service to any new or existing Publisher, at its sole discretion,
with or without cause. Approval of membership in the WebAds online
advertising network is limited only to the specific root domain for which
the Publisher has applied for approval.
c) Leaderboards, Banners, Rectangle and Sidebars creative must be placed so
they are viewable without scrolling on an 800 x 600 screen.
d) WebAds provides
unpaid
default redirects or default campaigns in
the event that WebAds is unable to fill 100% of a Publisher's
available inventory with paid advertising. Under no circumstances does
WebAds guarantee to fill any percentage of a website's inventory
with paid advertising. WebAds will display 'house' ads and/or Public Service
Announcements (PSAs) when paid advertising is unavailable. These 'house' and
PSA ads are not paid advertising and may also be displayed on Publishers'
websites when technical difficulties require it;
e) WebAds is the sole owner of all website, campaign, and aggregate user
data collected by the WebAds network. Advertisers have access only to
website and aggregate user data that is collected as part of their
campaign(s). Publishers have access only to campaign and aggregate user data
that is collected through the use of their inventory
4.
Payment.
a) WebAds shall have the sole responsibility for calculation and
reporting of all statistics, including impressions, leads, sales, clicks,
earnings reports, and referral earnings. WebAds will post reports
of all traffic resulting from the Publisher's Ad Codes on WebAds's
website for the Publisher to access;
b) WebAds will pay the Publisher a percentage of the advertising
revenue received by WebAds for advertising placed on the
Publisher's website. WebAds will retain a percentage of the revenue
for its services. WebAds will pay the Publisher only for months in
which earned revenue exceeds
$50.00 for the month. Revenue which is not
paid to the Publisher in any month will be credited to the account of the
Publisher and paid later, when accrued revenue exceeds
$50.00.
If the Publisher wishes to change this
$50.00 limit, the Publisher can do so on the WebAds
website. WebAds will make payments to the Publisher approximately 30 days
after the end of the month (Net 30). The Publisher may choose to be paid by
either check or by PayPal where possible. The Publisher agrees to keep the
payment address and contact information in their account current.
5.
Termination. WebAds reserves the right to:
a) terminate any Publisher's account that has been inactive or idle for a
period longer than one month. Notice via email of one week will be provided
to the Publisher in the event their account is inactive or idle;
b) terminate any Publisher's relationship with the Network at any time, with
or without cause. Termination notice may be provided via email or any other
public means and will be effective immediately. Upon receipt of such
termination notice, the Publisher agrees to immediately remove the WebAds Ad Codes from their website(s). The Publisher will be paid, in the
next scheduled payment cycle, all legitimate earnings due up to the time of
termination. Upon termination, and in the event that blatant fraudulent
activities have been documented in the WebAds server logs, all ties
to referrals will be permanently severed and the Publisher will not receive
future referral commissions.
6.
Intellectual Property.
a) The Publisher shall not have, nor will it claim, any right, title or
interest in any advertising content delivered by WebAds (other than
the Publisher's own advertising content). The Publisher is granted no
license to WebAds advertising content, the name "WebAds"
or any derivative thereof, or any other trademarks, logos, copyrights,
patents, trade secrets or other intellectual property rights which are owned
or controlled by WebAds and made available to the Publisher in any
manner.
7.
Publicity.
a) WebAds shall have the right to reference and refer to its
work for, and relationship with, the Publisher for marketing and promotional
purposes. No press releases or general public announcements shall be made
without the mutual consent of WebAds and the Publisher.
8.
Relationship of Parties.
a) WebAds and the Publisher are independent contractors. Neither
party is an agent or partner of the other party. Neither party shall have
any right, power or authority to enter into any agreement for or on the
behalf of, or incur any obligation or liability of, or to otherwise bind,
the other party. These Terms and Conditions shall not be interpreted or
construed to create an association, agency, joint venture or partnership
between the parties or to impose any liability attributable to such a
relationship upon either party.
9.
Assignment.
a) The Publisher may not assign this Agreement, in whole or in part,
without written consent from WebAds. Any attempt to assign this
Agreement without such consent will be null and void.
10.
Force Majeure.
a) Neither party shall be liable by reason of any failure or delay in the
performance of its obligations hereunder for any cause beyond the reasonable
control of such party, including but not limited to electrical outages,
failure of Internet service providers, riots, insurrection, war (or
similar), fires, flood,
earthquakes, explosions, and other acts of God.
11.
Servability / Waiver.
a) The waiver by either party of a breach or right under these Terms and
Conditions will not constitute a waiver of any other or subsequent breach or
right. If any provision of these Terms and Conditions is found to be invalid
or unenforceable by a court of competent jurisdiction, such provision shall
be severed from the remainder of these Terms and Conditions, which will
remain in full force and effect.
12.
Limitation of Liability.
a) In no event shall either party be liable for special, indirect,
incidental, or consequential damages, including, but not limited to, loss of
data, loss of use, or loss of profits arising thereunder or from the
provision of services;
b) WebAds will not be subject to any liability whatsoever for:
i. any failure to provide reference or access to all or any part of the
website due to systems failures or other technological failures of WebAds or of the Internet;
ii. delays in delivery and/or non-delivery of advertisements, including,
without limitation, difficulties with a client, difficulties with a
third-party server, or electronic malfunction; and
iii. errors and omissions of any kind.
13.
Warranties.
a) WebAds does not make and hereby expressly disclaims all
warranties, express or implied, with respect to any matter whatsoever,
including, without limitation, the performance of any software programs
incidental to services rendered by WebAds, services provided thereunder, or any output or results thereof. WebAds specifically
disclaims any implied warranty of merchantability or fitness for a
particular purpose.
14.
Governing Law.
a) This Agreement shall be governed by and construed under the laws of
the State of Israel without regard to conflict of laws principles. Any and
all controversies, claims or disputes arising out of or related to this
Agreement or the interpretation, performance or breach thereof, including,
but not limited to, alleged violations of state or common law rights or
duties, and the determination of the scope or applicability of this
Agreement, except as noted in this Agreement, shall be resolved in a court
of competent jurisdiction in the State of Israel, and parties to the
jurisdiction of such court. The party seeking enforcement shall be entitled
to an award of all costs, fees and expenses, including attorneys' fees on a
full indemnification basis, incurred in obtaining or enforcing the award, to
be paid by the party against whom the award or enforcement is ordered
(provided that such party, on balance, has been substantially successful in
pursuing its substantive claims in the proceedings).
If you are an individual, you represent and warrant that you were at
least 18 years of age on the effective date of this agreement, or if below
18, that your legal guardian has read and approved these terms on your
behalf.
© Copyright. All Rights Reserved. WebAds. 2008.
