BD-ADS.COM AD NETWORK PUBLISHER Standard Terms and Conditions
PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS AND THE FAQ BEFORE REGISTERING FOR THE BD-ADS.COM AD NETWORK PUBLISHER PROGRAM. PARTICIPATION IN THE BD-ADS.COM AD NETWORK PUBLISHER PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE BD-ADS.COM AD NETWORK PUBLISHER PROGRAM.
This agreement (“Agreement”) between You and bd-ads.com.. (the “Company”) consists of these bd-ads.com Ad Network (the “Program”) Standard Terms and Conditions (“Terms and Conditions”). “You” or “Publisher” means any entity identified in an enrollment form submitted by the same or 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.
1. Program Participation.
2. Implementation and Operation of Ads.
3. Communications Solely With Company.
You agree to direct to Company, and not to any advertiser, any communication regarding any Ad(s) or Link(s) displayed in connection with Your Property (ies).
4. Parties’ Responsibilities.
You are solely responsible for the Property (ies), including all content and materials, maintenance and operation thereof, the proper implementation of Company’s specifications, and adherence to the terms of this Agreement, including compliance with the Program Policies. Company 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, Links, or any engagement in any activity prohibited by this Agreement. Company is not responsible for anything related to Your Property (ies), including without limitation the receipt of queries from end users of Your Property(ies) or the transmission of data between Your Property(ies) and Company. In addition, Company shall not be obligated to provide notice to You in the event that any Ad or Link is not being displayed properly to, or Referral Event is not being completed properly by, end users of the Property (ies).
5. Prohibited Uses.
You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate queries, or impressions of or clicks on any Ad 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, and/or the unauthorized use of other search engine optimization services and/or software; (ii) edit, modify, filter, truncate or change the order of the information contained in any Ad, Link, Ad Unit, or remove, obscure or minimize any Ad, Link, Ad Unit in any way without authorization from Company; (iii) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad (“Advertiser Page”), or otherwise provide anything other than a direct link from an Ad to an Advertiser Page, from (v) display any Ad(s), Link(s), on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content; (vi) directly or indirectly access, launch, and/or activate Ads, Links, search results, or referral buttons through or from, or otherwise incorporate the Ads, Web site, or other means other than Your Property(ies), and then only to the extent expressly permitted by this Agreement; (vii) act in any way that violates any Program Policies and Content Guidelines posted on the Company Web Site, as may be revised from time to time, or any other agreement between You and Company (ix) disseminate malware; (x) create a new account to use the Program after Company has terminated this Agreement with You as a result of your breach of this Agreement; or (xi) engage in any action or practice that reflects poorly on Company or otherwise disparages or devalues Company’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.
6. Termination; Cancellation.
You agree not to disclose Company Confidential Information without Company’s prior written consent. “Company Confidential Information” includes without limitation: (a) all Company software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other statistics relating to Property performance in the Program provided to You by Company; and (c) any other information designated in writing by Company as “Confidential” or an equivalent designation. Company Confidential Information does not include information that has become publicly known through no breach by You or Company, or information that has been (i) independently developed without access to Company 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.
8. No Guarantee.
Company makes no guarantee regarding the level of impressions of Ads or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to You under this Agreement. In addition, for the avoidance of doubt, Company does not guarantee the Program will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond Company’s (or its wholly owned subsidiaries’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Company (or its wholly owned subsidiaries) or Your servers are located or co-located.
9. No Warranty.
COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING, LINKS, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS OR LINKS ARE BASED ON OR DISPLAYED IN CONNECTION WITH NON-COMPANY CONTENT, COMPANY SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS OR LINKS.
10. 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) COMPANY’S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY COMPANY 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.
You shall receive a payment of based on negotiated percentage share of the total revenues, which will be based on the following payment models:
i. Company will provide timely payment to You based on agreed cost per thousand impression (CPM) and actual ad impressions served. There will be no funds owed to You where ad inventory remains unsold.
ii. Company will provide You with a detailed monthly live detailed reports specifying total inventory sold and revenue to be shared.
iii. You can make payment request after every 90 days. Payment for all ads sold by Company will be made to You within 15-30 days following the request date. This timing is so that Company is able to allocate exact funds to be paid out to You and to collected payments from Advertiser base.
iv. Payment for all ads sold by international ad exchanges such as the DoubleClick Ad Exchange will be made to You 30 days following the last day of each quarter. This timing is so that Company is able to facilitate an international remittance into Bangladesh once per quarter, as Ad Exchange payments are made in foreign currency. The foreign exchange rate will be determined at the time of transfer and best efforts will be made to ensure the most favorable foreign exchange rate.
v. Consideration will be made to invalid impressions based on Company Compliance Panel. Invalid impressions refer to impressions resulting from Your boosting page impressions through unethical practices such as click fraud or auto-refresh page scripting. All such cases will be handled proactively on a case by case basis and payments will be deducted for any impressions are deemed invalid. Company retains right to indefinitely cease ad serving on Publisher site after detection of click or impression fraud.
vi. Payment will only be made if/when at least $50 funds have accumulated.
vii. Company will pay You by cheque only if minimum $100 funds have accumulated. Otherwise $50 > $100 payment will be made by bKash. Moreover, Company will have the authority to manoeuvre/exercise other agreed bank deposit or other future certified payment methods if required.
viii. In case of delay in payment, Company will formally notify You within 3 working days from the payment due date. If the payment remains unsettled and/or publisher doesn’t receive any notification from Company within 15 days from the due date, You will have the right to terminate contract.
ix. Company does not take liability for payments that are delayed and/or remain unpaid from contracted advertisers. It is in the best interest of both parties to ensure payments are collected on time and due consideration is made on special circumstances.
x. You may terminate contract if subject to 3 unauthorized late payments in the year.
Notwithstanding the foregoing, Company shall not be liable for any payment based on: (a) any amounts which result from invalid queries, invalid Referral Events, or invalid clicks or impressions on Ads generated by any person, bot, automated program or similar device, as reasonably determined by Company, including without limitation through any clicks or impressions (i) originating from Your IP addresses or computers under Your control, (ii) solicited by payment of money, false representation, or request for end users to click on Ads; or (b) Ads benefiting charitable organizations and other placeholder or transparent Ads that Company may deliver; or (c) 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. Company 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 Company’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 Property(ies) defaults on payment for such Ads to Company.
To ensure proper payment, You are solely responsible for providing and maintaining accurate address ,bKash number and other contact information as well as payment information associated with Your account. Any bank fees related to returned or cancelled checks 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. Company may change its pricing and/or payment structure at any time. If You dispute any payment made under the Program, You must notify Company in writing within thirty (30) days of any such payment; failure to so notify Company 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 Company. No other measurements or statistics of any kind shall be accepted by Company 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 Properties managed by You that require separate payments) unless expressly authorized in writing by Company (including by electronic mail). From time to time Company may be holding funds, payments and other amounts due to You in connection with the bd-ads.com Ad Network Publisher Program. You acknowledge and agree that Company may, without further notice to You, contribute to a charitable organization selected by Company all funds, payments and other amounts related to the bd-ads.com Ad Network Publisher Program that are held by Company and that are due to you (if any), but which Company is unable to pay or deliver to You because Your account is Inactive (as defined below). “Inactive” means that, based on Company’s records: (a) for a period of two (2) years or more You have not logged into your account or accepted funds, payments or other amounts that Company has attempted to pay or deliver to You, and (b) Company has been unable to reach You, or has not received adequate payment instructions from You, after contacting You at the address shown in Company’s records.
You agree that Company may use Your name and logo in presentations, marketing materials, customer lists, financial reports, Web site listings of customers. If You wish to use Company’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features”), You may do so, so long as such use is in compliance with this Agreement.
13. Representations and Warranties.
You represent and warrant that (a) all of the information provided by You to Company to enroll in the Program is correct and current; (b) You are the owner of each Property or You are legally authorized to act on behalf of the owner of such Property(ies) for the purposes of this Agreement and the Program; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder.
14. Your Obligation to Indemnify.
You agree to indemnify, defend and hold Company, 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 Property(ies), and/or Your breach of any term of this Agreement.
15. Company Rights.
You acknowledge that Company owns all right, title and interest, including without limitation all Intellectual Property Rights. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Company 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 Company’s copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any Company services, software, or documentation. “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.
16. Information Rights.
You agree that Company 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. Company 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. Company disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. Company may share non-personally-identifiable information about You, including Property URLs, Property-specific statistics and similar information collected by Company, with advertisers, business partners, sponsors, and other third parties. In addition, You grant Company the right to access, index and cache the Property(ies), or any portion thereof, including by automated means including Web spiders or crawlers.
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 Company. 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 Company. Notwithstanding the foregoing, Company may assign this Agreement to any affiliate at any time without notice. The relationship between Company and You is not one of a legal partnership relationship, but is one of independent contractors.